Corporate governance statement

The Board is satisfied that the Licensee applies those principles, systems and standards of good corporate governance, which reasonably would be regarded as appropriate for a supplier of health care services to the NHS.

Response: confirmed.

Risks and mitigations

Risk: Failure to put effective corporate governance arrangements in place resulting in poor oversight at Board level of risks and challenges; strategic objectives not being established or structures not in place to achieve those objectives; or appropriate structures and processes not in place to maintain the Trust's reputation and accountability to its stakeholders.
Mitigations:
• The Trust has declared full compliance with the NHS Code of Governance at the time of reporting with areas of non-compliance during the year relating only to the terms of office served by Non-Executive Directors with approved extensions coming to end in October 2022.
• The Trust commissioned an external review of its well-led position. An action plan was put in place to address the recommendations from that review. Those actions have subsequently been delivered and areas of ongoing improvements continue.
• Review of the current governance model and development of an Integrated Governance Framework.
• External Audit of the Trusts Annual Report and Accounts, and the Annual Governance Statement.
• Head of Internal Audit Opinion demonstrates improvements in the controls in place across the Trust with ‘substantial assurance’ being reported in 2022/23.
• Internal Audit Plan reviews key areas of corporate governance including a review of the Trust’s Assurance Framework.

The Board has regard to such guidance on good corporate governance as may be issued by NHS Improvement from time to time.

Response: confirmed.

Risk: Failure to put effective corporate governance arrangements in place resulting in poor oversight at Board level of risks and challenges; strategic objectives not being established or structures not in place to achieve those objectives; or appropriate structures and processes not in place to maintain the Trust's reputation and accountability to its stakeholders.
Mitigations:

• Organisational horizon scanning in place with Company Secretary signed up to relevant national bulletins and attendance at Company Secretary forums.
• • External Audit of the Trusts Annual Report including the declaration of compliance with the Code of Governance, and the Annual Governance Statement.
• • Health Sector updates from both internal and external auditors detail changes to standards and guidance. External Audit update is reported to the Audit Committee.

The Board is satisfied that the Licensee has established and implements:
(a) Effective Board and Committee structures;

(b) Clear responsibilities for its Board, for Committee’s reporting to Board and for staff reporting to the Board and those Committee’s; and

(c) Clear reporting lines and accountabilities throughout its organisation.

Response: confirmed.

Risk: Failure to put effective corporate governance arrangements in place resulting in poor oversight at Board level of risks and challenges; strategic objectives not being established or structures not in place to achieve those objectives; or appropriate structures and processes not in place to maintain the Trust's reputation and accountability to its stakeholders.
Mitigations:
The Trust has Board approved Standing Orders, Standing Financial Instructions and a Scheme of Delegation in place (scheduled for review in 2023/24). The Board and its Committees have clearly defined responsibly for aspects of the Board’s remit under delegated authority. There are Terms of Reference for each of the Committee of the Board and effectiveness is assessed annually. Each Committee has a Cycle of Business.

The Board has a well-established Committee structure that provides for effective review, scrutiny and decision making on the priority areas of the Board’s business and a clear focus on and scrutiny of quality and safety issues, workforce matters and financial planning and control. This, and the underpinning infrastructure of supporting management oversight meetings, enables the Board to discharge its responsibilities and duties effectively and efficiently. From November 2022, Board meetings take place monthly with Quality Committee increasing to monthly from April 2023. An Integrated Governance Framework is being established to describe this governance model and bring together all relevant aspects to ensure its sustainability.

The composition of the Board is well balanced and has a broad range of skills and experience. Executive Directors have defined portfolios of responsibilities and Non-Executive Directors have lead areas of focus linked to their areas of expertise and the requirements of the Trust. There is a clear reporting and assurance structure within the Clinical Networks, which has a triumvirate leadership team for each Network, consisting of a Director of Operations, Director of Nursing and Medical Director. Job descriptions define duties, responsibilities and accountabilities across the management team and throughout the organisation. During the year, there has been a focus on working closely with Networks to review their governance processes and arrangements in place alongside their risk management arrangements.

The Board is satisfied that the Licensee has established and effectively implements systems and/or process:

(a) To ensure compliance with the Licensee’s duty to operate efficiently, economically and effectively;
(b) For timely and effective scrutiny and oversight by the Board of the Licensee’s operations;
(c) To ensure compliance with health care standards binding on the Licensee including but not restricted to standards specified by the Secretary of State, the Care QualityCommission, the NHS Commissioning Board and statutory regulators of health care profession;
(d) For effective financial decision-making, management and control (including but not restricted to appropriate systems and/or processes to ensure the Licensee’s ability to continue as a going concern);
(e) To obtain and disseminate accurate, comprehensive, timely, and up to date information for Board and Committee decision-making.
(f) To identify and manage (including but not restricted to manage through forward plans) material risks to compliance with the Conditions of its Licence;
(g) To generate and monitor delivery of business plans (including any changes to such plans) and to receive internal and where appropriate external assurance on such plans and their delivery; and
(h) To ensure compliance with all applicable legal requirements.

Response: confirmed.

Risk: Failure to put effective governance (both corporate and clinical) arrangements in place resulting in poor oversight at Board level of risks and challenges; strategic objectives not being established or structures not in place to achieve those objectives; or appropriate structures and processes not in place to maintain the Trust's reputation and accountability to its stakeholders.

BAF 4.0 - Failure to deliver the highest quality of care across all of our services, demonstrating improved outcomes, caused by access, workforce and cultural issues in some areas of the Trust, which may impact on quality of care and could incur regulatory action.

Mitigations: The Trust has strong systems of financial governance arrangements in place which have Board oversight through the Finance and Performance Committee and Audit Committee. Both Committees have roles in ensuring the Trust operates efficiently, economically and effectively and have roles in reviewing the Trust’s financial decision making, management and control, and going concern status. The External Auditor’s Opinion comes out of work by the auditor to assess efficiency and value for money through effective use of resources.

The Board receives financial and performance reporting at each of its Board meetings. In addition, the Trust’s internal audit function which reports to the Audit Committee reviews and makes recommendations on the Trust’s clinical and corporate governance regimes and information management systems. The sequence of Board meetings has recently increased to monthly to allow for more timely performance data reporting and for timely decision-making and assurance reporting. Chairs Reports are produced following each Board Committee and following each formal Board meeting, a ‘Board Report’ communication from the Trust Chair is produced which describes the decisions and actions taken within each Board meeting. This is communicated across the Trust.

The Board ensures that the Trust meets necessary legislative requirements which include Care Quality Commission compliance, by undertaking development against its Well-Led programme and ensuring compliance against the KLOE domains contained within its framework. The Trust’s Continuous and Transformation programmes are testing new ways of delivering care that is more consistent and based upon clinical evidence; it is also exploring more effective and efficient ways of working through digital opportunities. The Trust’s new ‘Empower’ initiative is also encouraging its workforce to find improved ways of working and maximising benefits for both the organisation and its service users.

All risks that may affect the Trust in delivering its strategic aims or associated compliance are set out in the Board Assurance Framework, which is regularly updated through Executive Director, Committee and Board review. The Trust has retained legal solicitors and relevant Trust departments have responsibility for managing legal risks.

The Trust’s ambitious Efficiency Improvement Programme has an overarching aim to make best use of our resources within the current constraints of growing demand and financial challenges. The Trust has an annual planning process, which is led by the Programme Management Office (PMO); the PMO also supports delivery of the Trust’s Operational, Financial and Efficiency plans.

The Trust has in place a Single Assessment Framework which describes the process of performance oversight across the Trust to ensure alignment to and delivery of the overarch Trust Annual Business Plan through the development and delivery of Network and Corporate Services individual Business Plans.

The Board is satisfied that the systems and/or processes referred to in paragraph 4 (above) should include but not be restricted to systems and/or processes to ensure:
(a) That there is sufficient capability at Board level to provide effective organisational leadership on the quality of care provided;
(b) That the Board’s planning and decision-making processes take timely and appropriate account of quality of care considerations;
(c) The collection of accurate, comprehensive, timely and up to date information on quality of care:
(d) That the Board receives and takes into account accurate, comprehensive, timely and up to date information on quality of care;
(e) That the Licensee, including its Board, actively engages on quality of care with patients, staff and other relevant stakeholders and takes into account as appropriate views and information from these sources; and
(f) That there is clear accountability for quality of care throughout the Licensee including but not restricted to systems and/or processes for escalating and resolving quality issues including escalating them to Board where appropriate.

Response: confirmed.

Risk: Failure to put effective governance (both corporate and clinical) arrangements in place resulting in poor oversight at Board level of risks and challenges; strategic objectives not being established or structures not in place to achieve those objectives; or appropriate structures and processes not in place to maintain the Trust's reputation and accountability to its stakeholders.​​​​​​​

Mitigations:
The Board of Directors confirms that there remains sufficient capability at board level to provide effective organisational leadership on the quality of care provided.

The Board of Directors has oversight of the quality and safety of care within the organisation and high quality care drives the Trust’s overall strategy. The Board as established a Quality Committee which has delegated authority on behalf of the Board of Directors to seek assurance against strategic risks that have the potential to impact on quality and provides assurance upwards to Board of Directors through a Chairs Report. The Board undertakes a programme of Director Engagement Visits to support quality surveillance and maintain Board visibility. A patient story is also shared at the start of each Board meeting.

One of the Non-Executive Directors is the nominated Non-Executive for the Freedom To Speak Up agenda. In addition to formal channels, such as the Freedom To Speak Up service, the Chief Executive has put in place a mechanism for staff to raise concerns directly with him. In addition, managers make themselves readily available as a point of contact for concerns of for the speedy resolution of issues.

The overall reporting and assurance framework is based on a sequence of meetings which is consistently reviewed to ensure that the information that is reviewed is timely and accurate. The Trust has an established Information and Performance team, which assists with performance reporting. Reporting processes have recently been reviewed so that Board Committees can review key performance metrics in line with their remit with areas for escalation highlighted through Chairs Reports. The Trust has a Risk Management Strategy which describes the process of escalation of risk across the Trust.
The Board meets regularly with its Council of Governors and seeks to actively engage with its Service User and Carer Council with the Chair of Service User and Carer Council attending each meeting and the Trust’s Lead Governor presenting his report to the Board following each formal Council meeting.

The Board is satisfied that there are systems to ensure that the Licence has in place personnel on the Board, reporting to the Board and within the rest of the organisation who are sufficient in number and appropriately qualified to ensure compliance with the conditions of its NHS provider licence.

Response: confirmed.

Risk: BAF 2.0 - Failure to recruit and retain a diverse and talented workforce, due to a national workforce shortage and the scale of required transformation and service development, which may impact on the continuity of care provided to patients.
Mitigations:
The Board of Directors confirms this statement to be correct.

The Board of Directors Nomination and Remuneration Committee has responsibility for Board capability and capacity within the Executive team and reviews this on an annual basis. The Council of Governors considers the skill mix and experience of the Non-Executive Director composition. All Board members are required to meet the requirements set out in the fit and proper persons regulations.

The Executive team is supported by a wider Trust Management team. In addition five Networks have been established across the Trust, each led by a Triumvirate that consists of a Director of Operations, a Director of Nursing and a Medical Director, providing strong clinical and managerial leadership supporting the Executive Team in ensuring service delivery. The Trust has a People, Improvement and Culture Strategy in place and oversees the mitigation of the risk associated with its delivery through the Board Assurance Framework. Workforce plans set establishments which are monitored for variation and appropriate actions taken to rectify any concerns. This is outlined within the monthly Safer Staffing Report which is considered by the Board’s Quality Committee before onward reporting to the Board. Key workforce indicators are scrutinised by the Board’s People and Culture Committee.

The Trust has taken action to address issues around recruitment and retention through the development of an employee strategic attraction plan and continued investment in staff development.