Full Council of Governors Wednesday 1 November 2017 at 2 pm

Full Council of Governors Wednesday 1 November 2017 at 2 pm Earl Business Centre, Dowry Street, Hathershaw, Oldham, OL8 2PF Present: Joan Beresford Clive Brown Derek Rowley Ken Kendall Kath Oldham John Starkey Jim McDermott Karen Kelland Mohammed Sarwar Cllr Peter Joinson Mary Foden Paul Carter Brian Wild Cllr June Somekh Steve Moss Joyce Howarth Cllr Jackie Lane Jeanette Scott Irving Normie Cllr Dylan Butt Caroline Poole Julia Nicholson Richard Cliff Richard Valle-Jones Liz McCoy NED/Deputy Chair (Chair) Public Governor, Bury Public Governor, Bury Public Governor, Bury Public Governor, Oldham Lead / Public Governor, Oldham Public Governor, Oldham Deputy Lead / Public Governor, HMR Public Governor, HMR Appointed Governor, Rochdale MBC Public Governor, Stockport Public Governor, Stockport Public Governor, Stockport Appointed Governor, Stockport MBC Public Governor, Tameside & Glossop Public Governor, Tameside & Glossop Appointed Governor, Tameside MBC Public Governor, Rest of England Public Governor, Trafford Appointed Governor, Trafford Council Staff Governor, AHP Staff Governor, Corporate & Support Staff Governor, Corporate & Support Staff Governor, Medical & Dental Staff Governor, Social Care In-Attendance Evelyn Asante-Mensah (Chair), Ian Bevan (Non-Executive Director), Louise Bishop (Trust Secretary), John Farrar (Grant Thornton/External Audit), Lisa Howarth (Secretary to the Council of Governors/Minutes), Sandra Jowett (Senior Independent Director/Non-Executive Director), Claire Molloy (Chief Executive), Stephen Nixon (Grant Thornton/External Audit), Dr Julia Sutton-McGough (Non-Executive Director), Donna Wrigley (Membership & Engagement Officer) 1. Apologies Norma Bewley (Public Governor, Oldham), Charlotte Booth (Appointed Governor, HMR CCG), Lisa Featherstone (Appointed Governor, Bury CCG), Graham Foulkes (Appointed Governor, Oldham CCG), Sara Handley (Staff Governor, Nursing), Wendy Hartley (Public Governor, Tameside & Glossop) Cllr Eddie Moores (Appointed Governor, Oldham Council), John Reddy (Public Governor, Tameside & Glossop),

Martin Stevenson (Public Governor, Stockport), Lucette Tucker (Public Governor, Bury), Jan Trainor (Staff Governor, Nursing) 2. Introduction to new Board members The Chair introduced Evelyn Asante-Mensah OBE and Dr Julia Sutton-McGough, newly appointed Chair and Non-Executive Director respectively. The Chair further welcomed Cllr Dylan Butt, Appointed Governor for Trafford Council. Cllr Butt replaced Cllr Michael Young. 3. Declarations of Interest The Chair advised that this was a standing item on the agenda and required that, where a member of the Council had an interest in any agenda item scheduled for discussion, they would declare it at the beginning of the meeting and withdraw from the discussion on that item. Professor Sandra Jowett (Senior Independent Director/Non-Executive Director) declared an interest against agenda item 6.3. Mr Stephen Nixon and Mr John Farrar (External Audit) declared an interest against agenda item 11.3. 4. Minutes of the previous meeting of the Council of Governors 4.1 Minutes of meeting held on 2 August 2017 The Chair presented the minutes of the previous meeting for approval. Karen Kelland (Public Governor: HMR) advised the following questions had been omitted from agenda item 6.1: How long has the Trust been nursing clients in inappropriate settings? What timeframe did the CQC allow the Trust to address the situation and identify an alternative solution? The Chair agreed to amend the minutes of the meeting held on 2 August 2017. 4.2 Minutes of extraordinary meeting held on 29 September 2017 The Chair presented the minutes of the extraordinary meeting held on 29 September 2017 for approval. The Council approved the minutes of the extra-ordinary meeting as a true record. 4.3 Matters Arising/Action Plan The Chair presented the action plan which listed matters arising from the previous meeting. The Council noted the action plan. 2

5. Local Constituency Meetings The Chair advised that highlights from the Local Constituency Meetings (LCMs) were provided within the papers for information. Governors were invited to present additional feedback to the Council. 5.1 Bury Ken Kendall (Public Governor: Bury) provided a brief overview from the previous meeting. Information had been received regarding the re-organisation of townships and the Local Care Organisation. An issues and actions summary had been developed which would help to inform the agenda. Caroline Drysdale, Managing Director for Bury Community Services had been invited to the next meeting to present her vision and future plans. 5.2 Oldham John Starkey (Lead/Public Governor: Oldham), advised updates had been received with regards to Advanced OT Practitioner in Intermediate Care, Oldham Rapid Community Assessment Team (ORCAT), Grange View and Healthy Young Minds. A public member attended the meeting who had expressed an interest in the Governor role. 5.3 Heywood, Middleton & Rochdale / Rest of England Mrs Kelland advised updates had been received with regards to Children and Young People s Services, Podiatry Service, Audiology, Posture and Mobility Services and Healthy Young Minds. Future agenda items include a meeting with the Managing Director for Community Services HMR, once appointed. 5.4 Stockport Paul Carter (Public Governor: Stockport) presented feedback from the BIG Conversation Event held on 10 October 2017, it was a successful event with over 100 people in attendance. Feedback overall was positive and although the event was well attended it was felt representation from public members needed to be in the majority. Evaluation would be discussed at the next LCM on 16 November 2017. 5.5 Tameside & Glossop Joyce Howarth (Public Governor: Tameside & Glossop) presented a verbal report to the Committee. The previous meeting was different to the usual format in that Governors reviewed the frequency and purpose of the LCM, discussed future agenda items, leadership changes, governor updates, and the possibility of aligning Governors to projects across the constituency and the highlight report. 3

5.6 Trafford Donna Wrigley (Membership and Engagement Officer) provided an update on behalf of the Trafford LCM. The LCM had been suspended for the remainder of the year, the reason being that there were not enough active public governors to make the meetings viable. Dates for 2018 would be arranged. Work was ongoing to generate interest in the Governor role offering group presentations and 1:1 meetings with potential candidates. Links had been made with Trafford Parents Forum who had expressed an interest in having a representative from the forum on the Council of Governors. A meeting with the Chief Executive was scheduled for 7 November 2017. Ms Wrigley advised that links had been made with Manchester University FT who were currently going through their election process. The FT had informed us that one of their public members standing in the election had advised that if they were unsuccessful then they would be interested in standing for election for Pennine Care. 5.7 Staff Julia Nicholson (Staff Governor: Corporate and Support) provided a verbal update. Staff Governors had been involved in a number of high level interviews and attended various governor meetings and development sessions. A staff governor task and finish group had been arranged for 4 December 2017, topics would include engagement, structure, feedback from various meetings, the Trust website and the 2018 elections. The Chair thanked governors for the feedback and praised them for their involvement. 6. Appointment and Remuneration Committee 6.1 Briefing note from extraordinary Appointment and Remuneration Committee held on 29 September 2017 The Chair presented the briefing note from the extraordinary Appointment and Remuneration Committee held on 29 September 2017. All constituencies were represented by twelve public, five staff and four appointed governors. The main focus of the committee related to the appointed of the new Chair. 6.2 Briefing note from Appointment and Remuneration Committee held on 18 October 2017 The Chair presented the briefing note from the Appointment and Remuneration Committee held on 18 October 2017. 4

The committee was represented by ten public and two staff governors. The main focus of the committee related to the reappointment of Professor Jowett, which was on the agenda for today s meeting. The Chair advised that a mop up session was held to review the process of NED reappointments on 1 November 2017. An action plan was in development that would be overseen via the working group. 6.3 Re-appointment of NED At this point Professor Jowett left the meeting The Chair advised that the Appointment and Remuneration Committee had considered a report and supporting statement, and subsequently agreed the proposal to make a recommendation to the Council of Governors to approve the reappointment of Professor Sandra Jowett from 1 December 2017 to 30 November 2020. The Chair presented the report and highlighted the process for the re-appointment which had originally been developed and approved by the Council of Governors in October 2009 (and subsequently updated to reflect the latest guidance from Monitor). The agreed process comprised an automatic entitlement to be reappointed for periods of no more than three years, up to a maximum of six years, based on the following criteria: Evidence of consistently good performance Evidence of a satisfactory appraisal having been undertaken Consideration of a supporting statement for reappointment, submitted by the relevant NED A continued requirement for the skills and experience of the relevant NED in the context of their contribution to the performance of the whole Board of Directors The previous Chair (Mr John Schofield) undertook an appraisal with Professor Jowett in February 2017; the results of which were fully satisfactory against all criteria and Professor Jowett had produced a lengthy statement, in which she had outlined the contribution she felt she made to the Board. Additionally, a review of the Board Skills Matrix had demonstrated that the skills and experience brought by Professor Jowett continued to be relevant and met the overall requirements of the Board. The Chair further advised that Professor Jowett continued to meet the criteria for qualification as a NED for the Trust outlined in the Trust Constitution. Mr Starkey reported that Governors in the pre-meeting were unanimously in support of Professor Jowett s reappointment. 5

The Council of Governors was asked to approve the recommendation to reappoint Professor Jowett as a Non-Executive Director and the Trust s Senior Independent Director from 1 December 2017 until 30 November 2020. The Council approved the re-appointment of Professor Sandra Jowett from 1 December 2017 until 30 November 2020. Professor Jowett returned to the meeting at this point. 6.4 Terms of Reference Louise Bishop (Trust Secretary) presented the Terms of Reference (ToR) for the Appointment and Remuneration Committee for approval. The ToR was presented to the Appointment and Remuneration Committee on 18 October 2017 for routine review. The proposed changes were documented within the report in red. It was further noted that the terminology with regards to the Chair required updating. The Council approved the amendments to the Terms of Reference for the Appointment and Remuneration Committee. 7. Chief Executive Report 7.1 Chief Executive update Claire Molloy presented the Chief Executive s Report to the Council for information. Ms Molloy described the range of activities she had undertaken since joining the Trust in September 2017, including meeting as many staff as possible and gathering their views about the organisation and its priorities. Emerging thoughts were the Trust s vision, strategy, culture and organisational development to be clear about what the organisation stands for. From now until Christmas the Board would review its business strategy to provide a clear simple story about the Trust s future direction. Other key areas included clarity about accountability, with an operating model that provided line of sight from ward to board; plus a refresh of the People and OD Strategy, with a particular focus on staff engagement; and delivery of the quality agenda and financial position. Mary Foden (Public Governor, Stockport) enquired as to the Trust s position with regards to Stockport Together and the Tameside Integrated Care model. Ms Molloy advised the Trust was an integral part of the neighbourhood models; and the priority for the Trust was to develop robust links in these towns, supported by the operating model. Clive Brown (Public Governor, Bury) expressed the view there was a disconnection between Mental Health and Community Health services across the Trust. Ms Molloy advised a pilot scheme would be devolved across one or two 6

localities to explore different approaches to integrate services in order to build a framework which could be adopted across the Trust. Mrs Kelland enquired to how the Trust could maintain a holistic approach to integrated services with the constant change in service provision. Ms Molloy advised that this related to the Trust having a robust strategy in place to ensure the Trust had a strong voice in the emerging LCOs. The Board and Governors would discuss the strategy in more detail at a joint session on 6 December 2017. With regards to the Recovery Board, Ms Molloy reported that this was being replaced by the Pennine Care Strategic Board. Jon Rouse (Chief Officer, Greater Manchester Health and Social Care Partnership) would continue to chair this meeting in order to facilitate progressive dialogue between all stakeholder organisations working towards the development of a sustainable operational and financial plan. The Council received the update. 7.2 Governors Questions No further questions were raised by the Council. 8. Chair and Non-Executive Directors Communications The Chair presented the Chair and Non-Executive Director activity report for the period ending 30 September 2017. Mr Starkey drew attention to the Board strategy session on 26 July 2017 and enquired to why NHS Improvement (NHSI) was in attendance. The Chair advised that the Trust had invited NHSI to attend this meeting; however there representatives had unfortunately been unable to attend. 9. Performance and Quality Assurance Committee 9.1 Briefing note from Performance and Quality Assurance Committee held on 20 September 2017 Mr Starkey presented the briefing note from the Performance and Quality Assurance Committee held on 20 September 2017. The function of the committee was to seek assurance that the Trust was meeting appropriate standards of healthcare. Governors received papers for the meeting beforehand. Five of the six boroughs were represented by the eleven public governors, plus two staff governors, and the meeting was chaired by John Schofield, former Chair. Minutes of the meeting from 14 June 2017 were approved and actions arising were presented. 7

Various Trust officers were present and a number of key items were discussed, the Performance and Quality Assurance Committee highlight report, financial overview, monthly integrated quality governance report, and new business/tender tracker. Governors posed a number of questions throughout the meeting. Ms Foden drew attention to bed management and mixed sexed accommodation breaches and enquired if the Trust had received any additional funding to help address the situation and identify alternative solutions. The Chair advised that this matter had been raised at Board in October 2017, to which Dr Ticehurst (Medical Director) advised that significant piece of work was underway regarding the options around mixed sex accommodation. Assurance was received that the breaches would be monitored through the Performance and Quality Assurance Committee. In addition, a joint session for the Board and Council of Governors scheduled for early December 2017 would provide an update on this work. 10. Council of Governors 10.1 Council of Governors Activity Report The Chair presented the Governors activity report for the period July to September 2017 for information and requested that governors forward any anomalies to Miss Howarth (Secretary to the Council of Governors) outside the full meeting. This list was extensive and the Chair praised the governors for their involvement. 10.2 Governors Attendance at full CoG The Chair presented the latest attendance report, reminding the Council that this formed a standing agenda item and was therefore submitted to each meeting. 11. Other Reports 11.1 Process for investigating an alleged breach of the Governors Code of Conduct Ms Bishop advised the process was developed in November 2015 following the termination of a Governor post, and had since been reviewed to ensure the process was fit for purpose. Following a number of minor changes for clarification purposes the process was submitted to the Council for approval. Although the Council agreed to the changes in principle they wanted further discussion outside the meeting regarding the wording in item 4.2.2. 8

Action: LB 11.2 Constitution Review Ms Bishop presented a verbal update on the Constitution Review. Ms Bishop advised a number of changes to the constitution had been agreed and presented to the Council at a development session in April 2017. In view of the changes to Board it was felt further discussion was required with the Chief Executive and Chair to ensure the changes reflected the appropriate direction of travel for the Trust. The Council noted the update. 11.3 Process to re-establish the External Auditor Review Group At this point Stephen Nixon and John Farrar left the meeting Ms Bishop on behalf of Mike Livingstone (NED/Audit Committee Chair) presented a report setting out the role of the Council of Governors in appointing the Trust s External Auditor and outlining a proposed process and indicative timetable for reviewing the current provider for approval. The Audit Committee would review the effectiveness of Grant Thornton to inform a decision as to whether their contract should be extended for a further two years, as per the original appointment by the Governors, or to seek an alternative provider. Ms Bishop proposed the Trust s External Audit Review Group was reconvened from November 2017 with the primary aim of ensuring the Council of Governors took the lead in agreeing with the Audit Committee all matters relating to the appointment, reappointment and removal of the external auditor. The committee would be chaired by the Chair of the Trust s Audit Committee/NED, Mike Livingstone and comprise three Governors. In addition Emma Tilston, Director of Finance; Louise Bishop, Trust Secretary; and Julie Rice, Head of Procurement would attend to provide guidance, support and advice. The Council of Governors approved the proposal to re-establish the External Audit Review task and finish group in November 2017. 12. Any other Business 12.1 NHS Providers : Governor Advisory Committee Election Ms Bishop advised that NHS Providers would commence its second election for governor members of its Governor Advisory Committee (GAC) in December 2017. The primary role of the GAC was to guide the work programme of those employees of NHS Providers working on the delivery of the governor support 9

programme. The Trust was eligible to nominate one governor to stand for election to one of the eight governor positions. Ms Bishop invited governors to submit an expression of interest noting that the terms of office were for a period of three years and therefore asked that expressions of interest are received from governors that were likely to be present for a large proportion of the term. Ms Bishop requested that expressions of interest were sent to her no later than 22 November 2017, and if more than one expression of interest was received, the Chair would provide the casting vote for the nominated governor to stand for election. The Council received the information 12.2 Meeting Matrix 2018 Ms Bishop presented the meeting matrix for 2018 for approval. The Council approved the 2018 meeting matrix. 12.3 Appointment of the Lead and Deputy Lead Governor Ms Bishop presented the results of the election for the Lead and Deputy Lead Governor. John Starkey was elected as Lead Governor and Karen Kelland as Deputy Lead Governor; appointments were for a 12 month period from 1 October 2017 to 30 September 2018. The Council noted the update. 12.4 Caroline Poole, Staff Governor (Allied Health Professionals) The Chair congratulated Ms Poole on her 12 month secondment to NHSI commencing in December 2017. 13. Date and time of next meeting The next meeting will be held on Tuesday 13 February 2018 at 2.30 pm in The Elizabeth Suite, The Victoria Hotel, Hollinwood Avenue, Chadderton, Oldham, OL9 8DE 10