council of governors meeting · 4/3/2017 · agenda – council of governors – 3 april 2017...

COUNCIL OF GOVERNORS MEETING (open to Trust members, members of the public, and the press)

DATE: Monday 3 April 2017

TIME: 18.30pm to 21.00pm (refreshments from 18.00pm) VENUE: Dolman Room 1

Shaw House Church Road Newbury Berkshire RG14 2DR

STATUS: Meeting in public CHAIR OF MEETING: Lena Samuels, Trust Chair GOVERNORS: See Members of the Council of Governors (overleaf) IN ATTENDANCE: Sumit Biswas, Non-Executive Director Nigel Chapman, Non-Executive Director

Mike Hawker, Non-Executive Director Will Hancock, Chief Executive Philip Astle, Chief Operating Officer Deirdre Thompson, Director of Patient Care James Underhay, Director of Strategy/Deputy CEO

Steve Garside, Company Secretary APOLOGIES: David Luckett, Public Governor (Hampshire) Sue Thomas, Partner Governor (Charity) Keith House, Partner (Local Authority) Joyce Hutchinson, Public Governor (Oxfordshire) ***** FUTURE MEETING DATES: Tuesday 6 June 2017 (private)

Tuesday 18 July 2017 (public) Wednesday 4 October 2017 (public) Thursday 11 January 2018 (public) Wednesday 7 February 2018 (private)

Current Members of the Council of Governors (Vacancies - Elected Public Governors Buckinghamshire x2; Elected Staff Governors – PTS/Commercial) Name

Constituency Current term

Paul Ader Public - Oxfordshire To 28/02/2020 Andy Bartlett Public – Hampshire To 28/02/2018 James Birdseye Staff – 999 North To 28/02/2018 David Burbage Partner Governor (Local Authority) To 30/09/2017 Paul Carnell Public - Hampshire To 28/02/2018 Sabrina Chetcuti Partner (CCGs – North) To 30/06/2019 David Chilvers Partner (CCGs – South) To 30/06/2019 Richard Coates Public – Hampshire To 28/02/2020 Mark Davis Public - Berkshire To 28/02/2020 Bob Duggan Public – Buckinghamshire To 28/02/2018 Frank Epstein Public - Berkshire To 28/02/2020 Michele Foote Staff – Contact Centres To 28/02/2018 Mike Fox-Davies Public - Oxfordshire To 28/02/2020 Colin Godbold Public – Berkshire To 28/02/2018 Keith House Partner (Local Authority) To 28/02/2018 Joyce Hutchinson Public - Oxfordshire To 28/02/2020 Barry Lipscomb Lead/Public Governor – Hampshire To 28/02/2020 David Luckett MBE Public - Hampshire To 28/02/2020 David Palmer Staff – 999 South To 28/02/2018 Ray Rowsell Public – Hampshire To 28/02/2018 Debbie Sengelow Staff – Corporate/support/other To 28/02/2018 Sue Thomas Partner (Air Ambulance Charities) To 30/09/2017 Jan Warwick Partner (Local Authority) To 28/02/2018

AGENDA – COUNCIL OF GOVERNORS – 3 APRIL 2017 18.30pm – 21.00pm, Dolman Room 1, Shaw House, Church Road, Newbury, RG14 2DR

***PLEASE DIRECT QUESTIONS / COMMENTS THROUGH THE CHAIR***

No. Item Time Enclosures 1. OPENING BUSINESS 1.1 Chair’s Introduction, including apologies for absence

(Lena Samuels)

18.30 (Verbal)

1.2 Declaration of Interests (Lena Samuels)

• to note any interests from governors as part of their obligation to declare any interest relevant to any item on the meeting agenda

18.32 (Verbal)

1.3

Approval of minutes of the meetings held on 5 October and 30 November 2016 (Lena Samuels)

• to approve the minutes of the meetings held on 5 October and 30 November

18.33 Enc. Ai/Aii

1.4 Matters arising from the meeting held on 5 October 2016 (Steve Garside)

• to note progress with the actions from the meeting held on 5 October

18.35 Enc. B

1.5 Appointment of Lead Governor from 1 April 2017 to 31 March 2019 (Steve Garside)

• to confirm the appointment of a new Lead Governor

18.38* Enc. C

2. HOLDING THE NEDS TO ACCOUNT FOR THE PERFORMANCE OF THE BOARD 2.1a

Chief Executive’s Report including Performance Update (Will Hancock)

• to receive a report from the Chief Executive on key current issues (the Chief Operating Officer will be in attendance for this item)

• questions from the governors to the Non-Executive Directors

18.40* Enc. D

2.1b Chief Executive’s Report including Performance Update - Questions (Governors; NEDs)

• questions from the governors to the NEDs

18.55* Verbal

3. QUALITY AND PATIENT SAFETY 3.1 Quality Accounts and Quality Improvement Priorities 2016/17

(Deirdre Thompson) • to engage with the governors over the clinical quality priorities for the Trust

19.20* Enc. E

4. ITEMS FOR DECISION 4.1

Recommendation re: External Audit Appointment (Mike Hawker; Sabrina Chetcuti; Jan Warwick; Colin Godbold)

• to receive a recommendation from the group overseeing the process to make a new External Audit appointment

19.50* Enc. F

No. Item Time Enclosures 5. COMMITTEE REPORTS 5.1 Report from the Nominations Committee

(Lena Samuels) • to receive an update on the work of the sub-committee

20.05 Enc. G

5.2

Report from the Membership and Engagement Committee (Barry Lipscomb; James Underhay)

• to receive an update on the work of the sub-committee

20.10 Enc. H

6. ITEMS FOR INFORMATION / NOTING ONLY 6.1 Governor Activities

(Governors) • to receive feedback on recent activities undertaken by governors

20.20 Verbal

6.2 Non-Executive Directors Activities (Sumit Biswas )

• an overview from Sumit Biswas of activities undertaken over the past three months

20.30 Enc. I

6.3 Council of Governors Review 2016/17 (Steve Garside)

• to note the 2016/17 review

20.40 Enc. J

7. CLOSING BUSINESS 7.1 Any Other Business

(Lena Samuels) • to note any items of additional business, including those notified by the

governors to the Company Secretary no less than two working days prior to the meeting

20.45 (Verbal)

7.2 Date and Time of Next Meeting (Lena Samuels)

• to note that the next formal meeting in public will be held on Tuesday 18 July 2017 at Shaw House, Newbury, commencing at 18.30pm

21.00 (Verbal)

*suggested priority items

AIDE MEMOIRE – GOVERNOR FUNCTIONS AND DUTIES

Governor general functions

Hold the Non-Executive Directors individually and collectively to account for the performance of the Board of Directors Represent the interests of the members of the Trust as a whole and the interests of the public

Governor specific duties

Receive annual accounts, auditor’s report and annual report Appoint and, if appropriate, remove the external auditor Contribute to the development of the annual plan Appoint and, if appropriate, remove the Chair Appoint and, if appropriate, remove the other Non-Executive Directors Decide remuneration and terms of conditions for Chair / other Non-Executive Directors Approve appointment of Chief Executive Approve significant transactions (as defined in the Trust Constitution) Approve an application to enter into a merger, acquisition, separation or dissolution Decide whether the Trust’s non-NHS work would significantly interfere with its ‘principle purpose’ Approve amendments to the Constitution

South Central Ambulance Service NHS Foundation Trust

Enclosure Ai

COUNCIL OF GOVERNORS

Meeting: Council of Governors

Date of Meeting: 3 April 2017

Title of Paper: Minutes of the Council of Governors meeting held on 5 October 2016

Presented by: Lena Samuels, Chair

Paper for Debate, Decision or Information:

Approval

Main Aim: To ensure good governance practice in confirming that the minutes of the 5 October 2016 meeting represent an accurate record of business undertaken

Summary of key points for consideration:

These minutes, in draft form, were initially circulated to governors on 10 October 2016

Recommendations or Outcome Required :

Approval

Previous Forum: N/A

Statutory Requirements Met:

N/A

Contact in case of query concerning this paper:

Steve Garside, Company Secretary, 01869 365032

Unapproved Minutes CoG – 5/10/16 Page 1 of 7 Author: SG

ENCLOSURE Ai Unapproved minutes of the twenty second meeting of the South Central Ambulance Service NHS Foundation Trust Council of Governors (CoG) held on Wednesday 5 October 2016 at Shaw House, Newbury Present (13/20): Paul Carnell (Public Governor – Hampshire); Sabrina Chetcuti (Partner Governor – CCGs); Richard Coates (Public Governor - Hampshire); Jon Cotterell (Public Governor - Hampshire); Bob Duggan (Public Governor - Buckinghamshire and Lead Governor); Michele Foote (Staff Governor); Colin Godbold (Public Governor – Berkshire); Keith House (Partner Governor – LA); Barry Lipscomb (Public Governor - Hampshire); Ray Rowsell (Public Governor – Hampshire);) Jan Warwick (Partner Governor - LA); Debbie Sengelow (Staff Governor) - part; James Birdseye (Staff Governor); In attendance – Directors/Executives: Trevor Jones (Chairman); Alastair Mitchell-Baker (Deputy Chairman/SID) - part; Ilona Blue (NED); Mike Hawker (NED); Will Hancock (Chief Executive) - part; Philip Astle (Chief Operating Officer); Deirdre Thompson (Director of Patient Care); James Underhay (Director of Strategy/Deputy CEO); Steve Garside (Company Secretary) Apologies received: Andy Bartlett (Public Governor – Hampshire); Councillor David Burbage (Partner Governor (LA); Sue Thomas (Partner Governor - Air Ambulance) Not present: David Chilvers (Partner Governor – CCGs); David Palmer (Staff Governor); Tim Windsor-Shaw (Public Governor - Oxfordshire); Tony Peirson (Public Governor – Buckinghamshire) In attendance – External Audit (KPMG): Duncan Laird; David MacLachlan Opening Business

1.1 - Chairman’s Introduction, including Apologies for Absence The Chairman welcomed all to the meeting, and covered a number of items as part of his introduction: • the recent Annual General Meeting / Annual Members Meeting – the Chairman thanked

those governors who had attended, and expressed disappointment at the number of members present. It was acknowledged that the Membership and Engagement Committee were due to consider this issue at their meeting on 12 October

• additional Board meetings – the Chairman advised that the Board had held a number of

additional meetings/teleconferences to address the business that was arising from the Sustainability and Transformation Planning (STP) process, as well as the requirement to agree two-year budgets by the end of the calendar year

• the Care Quality Commission (CQC) inspection – the Chairman stated that the final

inspection rating (‘good’) represented a fantastic achievement by the Trust and its staff • new approach for the meeting – the Chairman explained that, acting on feedback from a

number of governors, the plan was to increase the time available for governors to ask questions during the course of the meeting


It was noted that apologies had been received from Andy Bartlett, Sue Thomas, and David Burbage. Steve Garside agreed to pass on the CoGs best wishes to Sue Thomas as she continued to recover from her recent accident. 1.2 - Declaration of Interests Duncan Laird and David MacLachlan (KPMG) declared an interest in item 4.2 (external audit appointment) and advised that they would leave the meeting at that point. Philip Astle stated that he had been at a meeting earlier in the day where commissioners had referred to new NHS requirements/guidance in relation to the declaration of interests. Steve Garside advised that he believed this to be specifically for Clinical Commissioning Groups (CCGs) but agreed to investigate further. Action 1.2 Steve Garside to advise whether there are any new requirements in relation to the declaration of interests in the NHS that will be relevant to the SCAS Council of Governors.

1.3 - Approval of minutes of the meeting held on 19 July 2016 The minutes of the previous meeting were approved, subject to two amendments proposed by Barry Lipscomb: • 1.1 (bullet point 3) – amend wording to reflect that the CoG was disappointed with the

number of governors who had attended the May Board meeting in public • 3.3 (paragraph 5) – add wording to highlight that Barry Lipscomb was keen that the

development of the SCA charity did not have an adverse impact on the two air ambulance charities.

1.4 - Matters arising from the meeting held on 19 July 2016 Steve Garside advised that governors had now been issued with a briefing explaining how funds raised by the SCA charity would be applied. He also reported on the charity re-launch on 12 October, inviting governors to attend one of the events that had been arranged across the region to mark this occasion. Following discussion, James Underhay agreed to provide some further information about the format of the charity re-launch events so that any governors attending could be fully prepared. Action 1.4 James Underhay to provide further information about the SCA Charity re-launch events on 12 October.

Holding the Non-Executive Directors (NEDs) to Account for the Performance of the Board

2.1a – Chief Executive’s Report including Performance and Operations Update The Chief Executive stated that his report was comprehensive and up-to-date, and that he was content to take it as read. 2.1b – Chief Executive’s Report including Performance Update – Questions A range of questions were asked / issues discussed, including: • implications of the NHS111 Thames Valley contract outcome:

o it was noted that, although the tender process had not yet concluded, Transfer of Undertakings (Protection of Employment) (TUPE) regulations would apply and that the preferred bidder had indicated that they would run a call centre operation from Bicester. SCAS, however, is focused on retaining staff as long as possible, both in terms of NHS111 delivery and other potential opportunities thereafter


o it was also acknowledged that SCAS had highlighted, amongst a range of factors, the NHS111 work it had been asked to undertake for South Western Ambulance Service NHS Foundation Trust (SWASFT). as part of its response to Thames Valley commissioners

o the NEDs described the Board-led strategic review process which had started,

partly in response to the outcome of the NHS111 Thames Valley procurement, and would involve a refresh of the Trust’s strategy and stakeholder engagement plan. The Chairman confirmed that the key elements of this work would be shared with the governors at the January strategy workshop

o learning would be taken from this exercise to help inform any bid in respect of the

new Hampshire NHS111 contract which would be tendered in late 2017 • sustainability – it was clarified that the “sustainability and transformation plans” covered

in the report related to service delivery and financial sustainability, rather than the environmental/green agenda. The CoG discussed the latter, with Alastair Mitchell-Baker explaining that SCAS had a plan for environmental sustainability including addressing Co2 emissions. It was agreed that the information in the 2015/16 Annual Report might have been light in terms of emphasising the financial implications of SCAS’ environmental activity, and Steve Garside agreed to obtain some further information from the relevant Lead Director, Charles Porter.

• sustainability and transformation plans (STPs) – the NEDs answered questions in

relation to their current view on the various STPs. In particular, it was noted that some plans (and the associated approval arrangements) were more developed than others, and that this was a complex issue requiring significant engagement and a focus on translating vision into practical application.

• restructuring of the Urgent and Emergency Care (U&EC) operations department – Barry

Lipscomb stated that he welcomed the changes that had been made in the U&EC directorate, and Philip Astle agreed to circulate a copy of the management structure chart

• variation in performance / the ‘missed’ element of the red targets – Alastair Mitchell-

Baker stressed that there was significant attention (at both Board and Quality and Safety Committee) on reviewing the outcomes for those patients who had not received a response within the target time (‘the tail’). He added that the Trust continuously reviewed demand to ensure that resources were planned and allocated accordingly, but that there was no intention whatsoever to deliberately sacrifice performance in a given area or particular time of the day. It was acknowledged that the national response time standards may be changed in the future but that for the time being they were a key driver for the Trust and every effort was being taken to achieve them. The value of indirect resources, including community first responders, was noted, and the Chairman drew the CoGs attention to the detailed information that was presented at public Board meetings on performance, demand, ambulance clinical quality indicators, and patient outcomes.

• last night’s ‘Ambulance’ TV documentary and the coverage of repeat callers and patients

with mental health conditions in London – Ilona Blue highlighted SCAS’ accelerated clinical transformation programme and the particular workstreams in relation to frequent callers and mental health (these had been showcased at the previous CoG meeting). Philip Astle described some of the demand management initiatives in place, and James Birdseye noted the importance of feeding back to staff on the action being taken to respond to frequent callers

• collaborative working with South East Coast Ambulance Service (SECAmb) – the

Chairman advised that SCAS was providing some buddying support to SECAmb


following their CQC inspection; this was potentially a distraction, but needed to be well managed, and was important given the Trust’s obligations to the wider NHS and patients. He noted that the Trust could also take some learning from SECAmb

Action 2.1a Steve Garside to obtain some further information about the financial implications (e.g. cost savings) of SCAS’ environmental sustainability activity in 2015/16.

Action 2.1b Philip Astle to circulate a copy of the Urgent and Emergency Care directorate management structure chart.

2.2a – Care Quality Commission Inspection – Update The paper was taken as read, and Deirdre Thompson updated on the Quality Summit which had taken place on 29 September, as well as arrangements for developing internal and system-wide action plans. She thanked the CoG for their support throughout the inspection process. The Chairman stated that he had found the Quality Summit to be a very positive, despite a disappointing level of representation from some stakeholders, and noted the view of the CQC that it was a significant achievement for an Ambulance Trust to achieve a ‘good’ rating given the current circumstances. He added that there were areas SCAS still needed to address, and that this was reflected in the “from good to outstanding” theme for the Quality Summit. 2.2b – Care Quality Commission Inspection – Update – Questions A range of questions were asked / issues discussed, including: • ‘effective’ ratings for all Ambulance Trusts – Ilona Blue stated that all Trusts inspected to

date had received a ‘requires improvement’ rating for the ‘effective’ domain and that this was a reflection of the fact that Trusts were generally not achieving the national response time standards. The Chairman highlighted the link from this to SCAS’ ‘green’ governance rating, noting that this was an indication that NHS Improvement considered SCAS to be managing the 999 service as well as possible, with a good understanding of the issues it was facing

• ‘the national ambulance sector picture’ – Ilona Blue explained developments in terms of

CQC inspection outcomes since the CoG papers were issued; South West Ambulance Service had received an overall rating of ‘requires improvement’, and SECAMB had been assessed as ‘inadequate’. Deirdre Thompson agreed to circulate the full, updated picture once all inspection outcomes were known

Action 2.2a Deirdre Thompson to circulate a final version of the ‘national ambulance sector picture’ once all CQC inspection outcomes are known.

• the likelihood of a future ‘outstanding’ rating – the Chairman advised that SCAS had

been close to achieving an ‘outstanding’ rating and that this was not necessarily dependent on the ‘effective’ domain (i.e. improved ratings for other domains could lead to an overall ‘outstanding’ rating)

• learning from other Ambulance Trusts – relevant learning would be identified and

applied, not just in terms of East of England’s ‘outstanding’ rating for ‘caring’, but more widely.

• vehicle safety checks – Philip Astle confirmed that any relevant learning from two recent

serious ambulance fires (non-SCAS) would be taken and applied, and Mike Hawker


discussed how the Board of South Central Fleet Services Limited monitored performance on a range of vehicle related indicators such as maintenance compliance

• other benchmarking/comparative performance information – it was noted that, whilst

there was not a significant amount of comparative performance information available for the sector, the Trust would continue to share what it could with the CoG

Action 2.2b Steve Garside to continue to share/circulate benchmarking/comparative performance information so that governors can see SCAS’ position relative to other Ambulance Trusts.

Committee Reports

3.1 – Report from the Nominations Committee Alastair Mitchell-Baker reported that the Chair recruitment process was progressing to plan, with long-listing completed, and a short-listing meeting convened for 17 October. He added that Gatenby Sanderson had been asked to undertake further work to try and improve the pool of candidates from a diversity perspective. Alastair Mitchell-Baker explained that the process for appointing new NEDs would start later in the Autumn, and would in part be determined by the outcome of the Chair recruitment process. The CoG approved Steve Garside’s proposal in relation to filling the public governor vacancy on the Nominations Committee. 3.2 – Report from the Membership and Engagement Committee James Underhay, in Sue Thomas’ absence, advised that the Membership and Engagement Committee would be meeting next on 12 October, and that the committee would be considering the effectiveness of recent engagement activity including the Annual Members Meeting, an update on the SCAS charity, and the outcomes of the latest Member Satisfaction and Patient Care survey. Bob Duggan, as a pointer to next week’s discussions, reported that he had attended Buckinghamshire Healthcare NHS Trust’s recent Annual General Meeting, and that this had been much better attended by the public (even if the content was not necessarily as interesting as that for SCAS’ meeting). The Chairman encouraged any governor not on the Membership and Engagement Committee to try and attend a meeting and contribute to the discussions. Items for Information/Noting Only

4.1 – External Audit Duncan Laird, Audit Manager, presented an overview of KPMGs work over the last twelve months, covering financial statements, use of resources, and the quality report. The Chairman stressed his disappointment at KPMGs conclusion in relation to the local indicator selected by the governors at their April meeting – “to review the reasons for delays in the Patient Transport Service (PTS) which lead to service users missing appointments, and then to implement changes required to prevent future occurrences”. Mike Hawker stated that the process of selecting the local indicator needed to be reviewed, such that governors were given appropriate support and advice to ensure that a fully auditable indicator was identified.


Deirdre Thompson explained that SCAS had looked into PTS delays internally, and could provide governors with details of the outcomes of this process. Following extensive discussion it was concluded that: • Deirdre Thompson would share with the CoG the outcomes of SCAS’ own internal

review of PTS delays (with KPMG providing their view on the robustness of this process) • a more robust process would be introduced in relation to the selection of next year’s

governor indicator, with an earlier discussion (January 2017 meeting) and more details on the audit process and how data would be collected and analysed

Action 4.1a Deirdre Thompson to share with the CoG the outcomes of SCAS’ own internal review of PTS delays. Action 4.1b The CoG to discuss selection of the 2016/17 local quality indicator at its January 2017 meeting, supported by information from the Trust and KPMG about what was measurable, and how the audit process would work.

4.2 – External Audit Appointment Mike Hawker summarised the key points of the paper, noting that the Trust was looking for two governors to volunteer to join the Audit Selection Panel. In response to a question from the Chairman, Mike Hawker confirmed that continuity vs independence would be one particular consideration, although he noted that audit firms generally had very specific arrangements in place in relation to rotation. Keith House stated that having auditors with some insight into other ambulance trusts might be beneficial. It was confirmed that all governors could volunteer to support this process, although Steve Garside advised that it would be helpful for any governor seeking re-election later in the year to reflect on whether this would be appropriate. Action 4.2 Governors to contact Steve Garside ASAP if they are interested in contributing to the work to help facilitate a new external audit appointment.

4.3 – Non Executive Directors Activities Mike Hawker discussed his NED activity over the last three months, and personal reflections from this. Jon Cotterell asked for a view on the usefulness of the informal NED/governor buddying arrangements. Mike Hawker responded that he found them to be both good and helpful from a NED perspective. Barry Lipscomb expressed his gratitude to Mike Hawker for the work he was undertaking, and the Chairman supported this before adding that both Nigel Chapman and Sumit Biswas were proving to be good additions to the SCAS Board. 4.4 – Governor Activities A number of governors fed back on recent engagement activity and their experiences: • Bob Duggan – had attended the Buckinghamshire Healthcare NHS Trust AGM, and

noted that SCAS staff were in attendance to discuss their work


• Paul Carnell – had attended events in Hedge End, where members of the public had

been very positive about SCAS staff. • Barry Lipscomb – had attended two events in September; an awareness day in

Basingstoke, and a discussion with the Ashurst WI supported by Terry Kane (CFR Manager)

• Ray Rowsell – had also attended the awareness day in Basingstoke, and noted how

much he had learnt about the service from members of SCAS staff present Sabrina Chetcuti, in noting a comment about engagement with minority ethnic communities, stated that translation was often an issue. In response to feedback from Paul Carnell, James Underhay confirmed that governors would shortly be issued with SCA charity collection boxes. 4.5 – Public Governor Elections 2016 – Update The paper was taken as read, and Steve Garside thanked Bob Duggan and Tim Windsor-Shaw for supporting the Trust with the Aspiring Governors workshop held on 7 September. Closing Business

5.1 – Any Other Business including review of meeting In terms of the review of the meeting, governors indicated that they had found this to be a good meeting and that the new approach in terms of increased time for questions had worked well. Bob Duggan reported that a new governors handbook (written by governors for governors) was being developed by the national Lead Governor Network, and that a number of highly regarded elements of the way the SCAS CoG worked were likely to be included. He advised that he would discuss this in greater detail with the Membership and Engagement Committee. Finally, Richard Coates highlighted some concerns expressed by CCGs in the SCAS 2015/16 Annual Report that they had been given insufficient time to comment on the quality accounts. The Chairman responded that the NEDs had already identified this issue as being unacceptable and that Deirdre Thompson was taking forward the implications in relation to the timetable for 2016/17. 5.2 – Date and Time of Next Meeting The next meeting was noted as taking place at 18.30pm on Wednesday 30 November – a single item meeting only to consider a recommendation from the Nominations Committee regarding the preferred candidate for the Chair role.


Enclosure Aii




Title of Paper: Minutes of the extraordinary Council of Governors meeting held on 30 November 2016

Presented by: Lena Samuels, Chair


Approval

Main Aim: To ensure good governance practice in confirming that the minutes of the 30 November 2016 meeting represent an accurate record of business undertaken


These minutes, in draft form, were initially circulated to governors on 14 December 2016


Approval

Previous Forum: N/A


N/A




ENCLOSURE Aii Unapproved minutes of the extraordinary private meeting of the South Central Ambulance Service NHS Foundation Trust Council of Governors (CoG) held on Wednesday 30 November 2016 at Shaw House, Newbury Present (14/19): Andy Bartlett (Public Governor – Hampshire); Paul Carnell (Public Governor – Hampshire); Sabrina Chetcuti (Partner Governor – CCGs); Richard Coates (Public Governor - Hampshire); Jon Cotterell (Public Governor - Hampshire); Bob Duggan (Public Governor - Buckinghamshire and Lead Governor); Michele Foote (Staff Governor); Colin Godbold (Public Governor – Berkshire); Keith House (Partner Governor – LA); Barry Lipscomb (Public Governor - Hampshire); David Palmer (Staff Governor); Ray Rowsell (Public Governor – Hampshire); Debbie Sengelow (Staff Governor); Tim Windsor-Shaw (Public Governor - Oxfordshire) In attendance – Directors/Executives: Trevor Jones (Chairman); Alastair Mitchell-Baker (Deputy Chairman/SID); Will Hancock (Chief Executive); Steve Garside (Company Secretary); Melanie Saunders (Director of Human Resources) Apologies received: Jan Warwick (Partner Governor - LA); Councillor David Burbage (Partner Governor (LA); Sue Thomas (Partner Governor - Air Ambulance); James Birdseye (Staff Governor) Not present: David Chilvers (Partner Governor – CCGs) In attendance – Governors (designate): Mike Fox-Davies (Public Governor Designate – Oxfordshire) Opening Business

1.1 - Chairman’s Introduction, including Apologies for Absence The Chairman welcomed all to the meeting, which he advised was an extraordinary meeting in private to consider a recommendation from the Nominations Committee regarding the appointment of a new Chair. The Chairman introduced Mike Fox-Davies, who had recently been elected as a public governor for Oxfordshire, and whose term of office would commence on 1 March 2017. Steve Garside confirmed that the meeting was quorate, and that a full list of apologies would be recorded in the minutes. 1.2 - Declaration of Interests No new interests were declared. 1.3 – SCAS Business Update The Chief Executive updated governors on a number of issues, which had also been covered in the preceding Board meeting in public: • the BBC were running a special day’s coverage on the Ambulance Service, with some

particular features on South Central;


• winter planning arrangements were in place, with Portsmouth expected to be a particular

challenge; it was noted that Portsmouth Hospitals NHS Trust (PHT) now appeared to far more open to engaging with SCAS over hospital handover delays, and that additional meetings were due to take place shortly at both Non-Executive Director and governor level.

There was some discussion about Portsmouth, with Richard Coates reporting that he had attended a public meeting at PHT, with the Trust outlining various new initiatives they proposed to take to address the handover issues (including buying beds in care homes). The Chief Executive reported that the appointment of a new, Interim Chief Executive at PHT had been a very positive development. In response to a question from Barry Lipscomb about winter planning contingency arrangements, the Chairman advised that the Trust had a well-established Resourcing Escalatory Action Plan (REAP) which would be instigated if particular problems presented themselves over the winter period. David Palmer asked about the new NHS111 contract in Thames Valley. The Chief Executive confirmed that Care UK had withdrawn and that SCAS was now the preferred bidder; the Trust would undertake appropriate due diligence to understand the reasons for Care UK’s withdrawal and implicit in this was commissioners being as open and transparent as possible. It was noted that there had been adverse financial implications for SCAS as a result of the original decision, but that it was unlikely that SCAS would be able to recover the costs it had incurred. Nominations Committee Report and Recommendation

2.1 – Recommendation from the Nominations Committee The Chairman opened the item by stating that he had overseen the establishment of Trust procedures for recruiting a new Chair/NEDs, but had withdrawn from the process for making the next Chair appointment, and that this had been led by Alastair Mitchell-Baker with full input from the governors on the Nominations Committee. Alastair Mitchell-Baker stated that he would present the recommendation by covering the following: • an overview of the process followed by the Nominations Committee • a description of the recommended candidate and their profile • addressing the difficulty of naming the candidate prior to the Council of Governors

making its decision • asking the members of the Nominations Committee to provide their personal reflections

(all three governors had been fully involved) • receiving and attempting to answer any questions from the Council of Governors. *** Alastair Mitchell-Baker gave a comprehensive overview of the process followed by the Nominations Committee, noting that this was fully in-line with that approved by the Council of Governors on 11 April 2016 but could be reviewed going forward if required. He detailed the work undertaken by the recruitment and selection advisers, Gatenby Sanderson, explaining


how the process had proceeded through the various stages of preliminary interviews, long-listing, short-listing, informal Trust visits, and (two) final panel interviews. Alastair Mitchell-Baker explained that eleven candidates had been long-listed, five-shortlisted for interview, and two invited to return for a second interview. He noted that SCAS had asked, as part of the long-listing process, for Gatenby Sanderson to undertake further work to strengthen the pool of potential candidates. Alastair Mitchell-Baker described the purpose of inviting two candidates to attend a second panel interview, and how that had sought to test out some specific issues. Alastair Mitchell-Baker reported that the Nominations Committee had reached a unanimous decision; this acknowledged that the recommended candidate was a good ‘fit’ in terms of the current context of the NHS and the associated focus on Sustainability and Transformation Plans, system-wide working, and stakeholder relationships. Concluding on process, Alastair Mitchell-Baker stated that the Trust needed to continue with its focus on performance improvement, and secure the best possible contribution from the Board of Directors and CoG. He added that the recommended candidate was an excellent communicator, with demonstrable evidence of having experience and personal attributes which aligned with the Trust’s values and strategic themes (as documented in a separate paper which had been circulated to the CoG). *** Alastair Mitchell-Baker described the recommended candidate in terms of experience to date (including two terms as a NED in an NHS provider), areas of expertise, and personal attributes. The CoG was informed that the candidate had previously chaired a large public institution, successfully leading them out of a special measures regime. *** Alastair Mitchell-Baker stated that he respected that some governors might want to be told the recommended candidate’s name prior to making a decision, but that he had to balance this with confidentiality and the fact that there was an existing employer involved. Paul Carnell stated that he was not concerned about the candidate being named given that a rigorous process had been followed, and this was supported by Sabrina Chetcuti who noted that confidentiality was crucial. Ray Rowsell asked whether confidentiality was actually an issue. Alastair Mitchell-Baker responded that, subject to the appointment being approved, the individual concerned would be relinquishing a number of roles. Barry Lipscomb stated that he had been concerned about the intention not to name the candidate prior to the decision, but had now been reassured. *** Bob Duggan, in his capacity as a member of the Nominations Committee, outlined his views on the process followed and the recommended outcome. He described numerous meetings and calls, and the most extensive process of its kind that he had experienced, with the governors fully and equally involved in the work undertaken. Keith House noted that the process had been very professional, with a very strong field of candidates identified by Gatenby Sanderson. He advised that all of the candidates


interviewed were very good, but that the panel was blown away by the preferred candidate, who he felt would make a fantastic Chair for SCAS. David Palmer informed the CoG that he had not been on the interview panel due to its size, but had been fully involved and able to ask an extensive amount of questions throughout the process. Prior to taking questions, Alastair Mitchell-Baker stated that the rest of the Board would need to ‘step-up’ in terms of bringing their complementary skills to the fore, and the Chief Executive confirmed that the recommended candidate was someone who he would be delighted to work with. *** Governors asked a range of questions based on the information presented to them, including: • the recommended candidate’s application – it was noted that the application was not part

of those received ahead of the initial long-listing deadline (which was very tight in hindsight), but came from SCAS instructing Gatenby Sanderson to pursue further candidates and secure the strongest possible pool as part of an evolving process; this was in no way a reflection of any lack of interest or commitment on the part of the recommended candidate

• links to the NHS – it was confirmed that the recommended candidate did not have an

association (i.e. in terms of being a NED now/previously) with any of the organisations in Hampshire either in special measures or with significant CQC concerns

• previous chair experience – Keith House informed the governors that the candidate had

been chair for a significant period of time of a highly credible organisation in another sector

• motivation for applying – Alastair Mitchell-Baker advised that the candidate wished to

make a greater contribution to the NHS having served as a NED previously, and considered SCAS to be an ambitious organisation with great people. The candidate would have a number of other roles but chairing SCAS would be by far the biggest of the roles and the importance of this, and associated time commitment, was fully understood

• weaknesses – Barry Lipscomb enquired as to why any weaknesses had not been

identified in the paper. Keith House stated that ‘weaknesses’ was not the correct terminology, and that the recommended candidate would be bringing a skill base that was very much complementary to existing Board members. He added that, for the avoidance of any doubt, the recommended candidate was comfortably the strongest of all those seen, relative to what SCAS was seeking at this point

• contingency plan – Melanie Saunders stated that the recommended candidate had fully

assured the Trust that they would accept the position if an offer was made Paul Carnell proposed a resolution that the Council of Governors accept the recommendation made by the Nominations Committee. All governors present confirmed their acceptance of the recommendation, with one abstention. *** The Council of Governors APPROVED:


• the appointment of the recommended candidate as a Non-Executive Director/Chair Designate during quarter 4, and substantive Chair from 1 April 2017, for an initial period of three years and in accordance with the prevailing remuneration levels approved by the Council of Governors

• a variation to the Trust’s Constitution to allow there to be nine Non-Executive Directors in

total (rather than eight) for a period up to 1 April 2017. Alastair Mitchell-Baker announced Lena Samuels as the recommended candidate and circulated a statement that she had prepared in advance for the governors. Sabrina Chetcuti thanked the Nominations Committee on behalf of the Council of Governors for their work in overseeing this process. Melanie Saunders advised that SCAS would be contacting Lena Samuels this evening, and that the Council of Governors would receive a copy of the press release prior to the official announcement. Closing Business

3.1 – Any Other Business No other items of business were discussed. 3.2 – Date and Time of Next Meeting The next meeting was noted as taking place at 18.30pm on 12 January 2017.


Enclosure B




Title of Paper: Matters arising from meeting held on 5 October 2016

Presented by: Steve Garside, Company Secretary


Information

Main Aim: To ensure good governance practice in confirming that the action points from the 5 October 2016 Council of Governors meeting are in hand / have been delivered.


There were nine actions arising from the previous meeting on 5 October 2016; these have either been fully completed or are well in hand. Recommendations or

Outcome Required : To note progress with the actions from the previous Council of Governors meeting

Previous Forum: An update is presented at each Council of Governors meeting


N/A



Enclosure B Page 1 of 3 Author: BJA

Enclosure B - Matters Arising Schedule – Council of Governors meeting 3 April 2017 ACTIONS AGREED AT 5th OCTOBER 2016 COUNCIL OF GOVERNORS MEETING Ref No Agenda Topic Summary of Action Required Lead Due

Date Status

1.2 Declaration of Interests

Steve Garside to advise whether there are any new requirements in relation to the declaration of interests in the NHS that will be relevant to the SCAS Council of Governors.

SG TBC Action in hand NHS England has now issued new guidance in relation to managing conflicts of interest in the NHS. This comes into effect from 1 June, and SCAS is currently considering the implications (although these are not likely to be significant for the CoG).

1.4 Matters arising from the meeting held on 19 July 2016

James Underhay to provide further information about the SCA Charity re-launch events on 12 October.

JU ASAP Action completed Information on the various events was circulated prior to 12 October.

2.1a

Chief Executive’s Report including Performance Update – Questions

Steve Garside to obtain some further information about the financial implications (e.g. cost savings) of SCAS’ environmental sustainability activity in 2015/16.

SG ASAP Action completed Although finance is not a major driver of our environmental sustainability activity, a number of initiatives have resulted in some helpful cost savings. Examples are video conferencing (c£15k pa) and reducing the limit of Co2 from 120 to 100 for lease cars (c£18k pa).


2.1b Chief Executive’s

Report including Performance Update – Questions

Philip Astle to circulate a copy of the Urgent and Emergency Care directorate management structure chart.

PA ASAP Action completed The structure chart was circulated on 13 October.

2.2a

Care Quality Commission Inspection – Update – Questions

Deirdre Thompson to circulate a final version of the ‘national ambulance sector picture’ once all CQC inspection outcomes are known.

DT TBC Action completed This was circulated to the governors on 26 January.

2.2b Care Quality Commission Inspection – Update – Questions

Steve Garside to continue to share/circulate benchmarking/comparative performance information so that governors can see SCAS’ position relative to other Ambulance Trusts.

SG Ongoing Action ongoing Comparative information continues to be circulated (e.g. details of the NHS Improvement segmentation assessments for all Ambulance Trusts on 25 October).

4.1a

External Audit

Deirdre Thompson to share with the CoG the outcomes of SCAS’ own internal review of PTS delays.

DT ASAP Action completed Details of the review of PTS delays was circulated on 26 October.

4.1b External Audit

The CoG to discuss selection of the 2016/17 local quality indicator at its January 2017 meeting, supported by information from the Trust and KPMG about what was measurable, and how the audit process would work.

DT 12/1/17 Action completed This was selected and confirmed at the governors strategy workshop on 1 February – “To proactively manage high intensity users to reduce reactive frequent calls and provide better support”.

4.2

External Audit Appointment

Governors to contact Steve Garside ASAP if they are interested in contributing to the work to help facilitate a new external audit appointment.

ALL/ SG

ASAP Action completed Jan Warwick, Colin Godbold and Sabrina Chetcuti will be supporting this work. Please see item on today’s agenda.


KEY SG Steve Garside, Company Secretary JU James Underhay, Director of Strategy, Business Development, Communications and Engagement PA Philip Astle, Chief Operating Officer DT Deirdre Thompson, Director of Patient Care ALL All Governors


Enclosure C




Title of Paper: Appointment of Lead Governor from 1 April 2017 to 31 March 2019



Information

Main Aim: To formally confirm the new Lead Governor appointment


NHS Improvement has asked all NHS Foundation Trusts to nominate a ‘Lead Governor’. This individual will liaise between NHS Improvement and the CoG where, for example, the regulator has concerns about the leadership provided to an NHS Foundation Trust or in circumstances where it would be inappropriate for the Chair to contact NHS Improvement, or vice versa (for example, regarding concerns about the appointment or removal of the Chair). SCAS has been seeking to make a new Lead Governor appointment, applying the process previously agreed by the CoG.


To note the appointment of Barry Lipscomb as Lead Governor on an initial term of 1 April 2017 to 31 March 2019.

Previous Forum: N/A


N/A – not a statutory requirement to have a Lead Governor.



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COUNCIL OF GOVERNORS MEETING 3 APRIL 2017

ENCLOSURE C

APPOINTMENT OF LEAD GOVERNOR FROM 1 APRIL 2017 TO 31 MARCH 2019

PURPOSE 1 The purpose of the report is to confirm the outcome of the recent process to

make an appointment of a Lead Governor for the period 1 April 2017 to 31 March 2019.

CONFIRMATION OF APPOINTMENT OF LEAD GOVERNOR 2 Following the process that was agreed by the Council of Governors (CoG)

and executed throughout January/February, only one eligible nomination for the position of SCAS Lead Governor was received.

3 Barry Lipscomb, Public Governor for Hampshire, has therefore been

appointed to take on the role for the next two years from 1 April 2017. 4 I would like to take this opportunity to thank Bob Duggan, Public Governor for

Buckinghamshire, for performing the Lead Governor role over the last few years.

ROLE OF THE LEAD GOVERNOR IN SCAS 5 NHS Improvement (previously Monitor) has asked all NHS Foundation Trusts

to nominate a ‘Lead Governor’. This individual would liaise between NHS Improvement and the CoG where, for example, the regulator has concerns about the leadership provided to an NHS Foundation Trust or in circumstances where it would be inappropriate for the Chair to contact NHS Improvement, or vice versa (for example, regarding concerns about the appointment or removal of the Chair).

6 The ‘Your Statutory Duties: A Reference Guide for NHS Foundation Trust

Governors’ document clarifies that the intention of the regulator was not for the person holding the Lead Governor role to “lead” the CoG or assume greater power or responsibility than other governors. It reinforces that it is the CoG as whole which had the responsibilities and powers in statute, and not individual governors, and that the CoG should be chaired by the Chair of the Trust.

7 Conscious that the circumstances described in section 2 above are unlikely to

ever occur, SCAS has broadened its Lead Governor role beyond that required by NHS Improvement. The role therefore also includes:

• being a member of the Nominations Committee • obtaining and co-ordinating feedback from the governors as part of the

annual Chair and Non-Executive Directors appraisal process

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• being a point of consultation for the development of CoG meeting agendas

• reviewing the functioning and effectiveness of each CoG meeting with the Trust to identify any areas for further development

• attending occasional meetings/conferences (e.g. NHS Providers) to network and share good practice with other FTs/governors.

Author: Steve Garside, Company Secretary Date: March 2017


Enclosure D




Title of Paper: Chief Executive’s Report including Performance Update

Presented by: Will Hancock, Chief Executive


Information

Main Aim: To update the Council of Governors on a range of issues and developments affecting the Trust.


Governors are encouraged to direct questions on any issues raised by the report to the Non Executive Directors present.


Note

Previous Forum: A Chief Executive’s Report is presented at every Council of Governors meeting as a standing agenda item


N/A



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ENCLOSURE D

CHIEF EXECUTIVE’S REPORT INC. PERFORMANCE UPDATE

PURPOSE 1 The purpose of my report is to keep the Council of Governors (CoG) abreast

of key matters for the Trust. Governors are also strongly encouraged to read the Board meeting in public papers and attend those meetings.

RESPONSE TIMES, PERFORMANCE STANDARDS, RESILIENCE & EFFICIENCY NHS 999 performance 2 In spite of the significantly challenging environment we are facing, including

hospital handover delays, SCAS continues to be one of the leading ambulance services in the country with performance consistently above the national average.

3 I am delighted that in the month of February we achieved all three national

response time standards (red 1, red 2 and red 19), which is testament to the hard work of the Trust’s staff and volunteers. The final results were as follows:

Standard SCAS level Thames Valley Hampshire

Red 1 (v 75%) 76.7 76.4 77.2 Red 2 (v 75%) 75.5 75.7 75.2 Red 19 (v 95%) 95.7 95.4 96.0

NHS 111 performance 4 Demand for the NHS111 service continues to increase, and call answering

performance generally remains below the 95% target of calls answered within 60 seconds. Staff sickness and a failure to recruit/retain staff to the required level has impacted on performance, and this represents a key area of management focus. Following recent management action the introduction of a Clinical Advice Service has further reduced the proportion of patients requiring a 999 ambulance response.

Patient Transport Services (PTS) performance 5 The Trust has been extremely busy in recent months mobilising new PTS

contracts in Surrey and Sussex, and early feedback has been very positive. It is of significant credit to the management and staff in PTS that they have been able to do this whilst maintaining a good level of service on our other contracts.

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Financial performance 6 Financially, we remain on track to deliver a significantly better outcome than

the deficit budget for 2016/17 of £4.15m. The position has been helped by a number of technical (non-operating) adjustments, and means that the financial challenge as we go into 2017/18 should not be underestimated. At the governors strategy workshop we recognised the need to continue with our benchmarking work in order to identify further efficiency opportunities, and, linked to this, I recently led a team from SCAS on a visit to North East Ambulance Service NHS Foundation Trust.

7 A more detailed overview of our current performance is available in the

Integrated Performance Report (included in the March Board papers), and I can provide a further update and take questions at the CoG meeting.

Hospital handover delays 8 We have discussed extensively at previous meetings the impact that hospital

handover delays have on our ability to provide a responsive and resilient service to our patients.

9 Hospital handover time is “the time from hospital arrival by ambulance

personnel to clinical handover to hospital clinical staff”. This has a target of 15 minutes, and any time in excess of this represents a delay, with lost hours, poor patient experience, and unavailability of resources to respond to other incidents.

10 Although there are issues with hospital handover delays throughout the

region, governors have rightly noted that this has been a particular problem at Queen Alexandra Hospital in Portsmouth (QAH), as demonstrated by the table below:

Total lost hours

(12 main Emergency Departments)

Lost hours at QAH

% of QAH/Total

February 2017 1,501 732 49 January 2017 2,582 1,183 46 December 2016 1,990 871 44 November 2016 1,424 660 46 October 2016 1,474 692 47 September 2016 923 298 32 August 2016 908 256 28 July 2016 906 244 27 June 2016 780 175 23 May 2016 1,048 441 42 April 2016 1,124 475 42 March 2016 1,786 609 34 February 2016 1,670 703 42 January 2016 1,410 602 43 December 2015 837 253 30 November 2015 906 338 37 October 2015 939 328 35

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September 2015 885 277 31 August 2015 607 92 15 July 2015 490 102 21 June 2015 604 142 24 May 2015 789 214 27 April 2015 769 166 22

11 SCAS is very actively trying to find a solution to the problems, as

acknowledged by the CQC in their recent inspection of SCAS, and a significant amount of Board and management attention is going into this issue.

12 We are exerting as much pressure as possible and fully engaging with the

Trust, CQC, NHS England, NHS Improvement, commissioners and other key stakeholders (for example, local MPs, HOSCs, Healthwatch, patient forums etc).

13 The SCAS and Portsmouth Hospitals NHS Trust (PHT) Chief Executives and

Chairs are in regular dialogue over the handover problems. Nationally, the Association of Ambulance Chief Executives, of which I am a part of, have written to the NHS England lead on the issue of ambulance handover delays expressing significant concern at the current position and the impact it is having.

14 Our Medical Director visited QAH before Christmas, and met a local Clinical

Commissioning Group (CCG) commissioner. They are fully engaged with our concerns, and we have shared some data of incidents that commissioners can follow through from a quality perspective - specifically reviewing the impact for patients who experienced a delayed response. Early indications are that these were appropriate conveyances to hospital, that no harm resulted from the delays, but that some patients suffered a very poor experience.

15 In addition, three of the SCAS NEDs met with NED colleagues from PHT

recently to discuss the problems and the actions being taken. CLINICAL OUTCOMES, PATIENT SAFETY AND PATIENT EXPERIENCE Care Quality Commission (CQC) inspection 16 We continue to make good progress in implementing our action plans to

address the ‘must do’ and ‘should do’ recommendations from the CQC inspection last year, and are also focused on taking the action required to improve our rating from ‘good’ to ‘outstanding’ at the next inspection.

PORTFOLIO OF COMMERCIALLY VIABLE NON EMERGENCY CONTRACTS New integrated NHS111 and Urgent Care Services contract in the Thames Valley 17 We continue to proceed with the co-production stage, working with

commissioners and partners to design a new, high quality service for Thames Valley residents.

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18 It is expected that the new service will begin in September; this, however, remains subject to SCAS and commissioners successfully agreeing a contract.

New integrated NHS111 and Urgent Care Services contract in Hampshire 19 The tender/contract process for the new contract in Hampshire (and

neighbouring Surrey Heath) is now underway, with the contract likely to be awarded in December 2017. As the provider of the current service in Hampshire, this represents a strategically important contract for SCAS.

LEADERSHIP, STAFF ENGAGEMENT AND WORKFORCE Lena Samuels, Chair 20 I would like to take this opportunity to welcome Lena Samuels into the Chair

position, and look forward to working closely with her over the coming years. Director of Patient Care position 21 As governors will be aware, Deirdre Thompson retires in May, and

arrangements to appoint a successor to the role are progressing. National Paramedic Profile 22 A national new (agenda for change band 6) profile for the paramedic role has

recently been introduced. This is welcomed by SCAS as it reflects the evolving demands and requirements faced by ambulance services in the modern NHS. It also recognises the increased educational requirements of the role, and the greater depth of judgement and expectations required of staff to meet the needs of the urgent and emergency care agenda in terms of ‘see and treat’ and ‘hear and treat’.

23 The existing SCAS band 5 operational paramedic job description has now

been reviewed and job matched (successfully) against the new national band 6 profile.

National Staff Survey 24 SCAS took part in the annual national NHS staff survey last year. I am

delighted with the 60% response rate – the best of all Ambulance Trusts - and the results which demonstrate some really significant improvements compared to the previous year. I was particularly pleased with the results around staff recommending the Trust as a place to work, the extent to which the care of patients/service users is regarded as our top priority, and the perception of staff that we take positive action on the health and well-being agenda.

25 Further information on the staff survey is available in the March public Board

meeting papers.

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Review of Indirect Resources 26 We were due to present an update on our review of indirect resources at the

January meeting. Appendix A provides some details of the current position. 27 Governors will be aware that the SCA Charity has been successful in bidding

for a grant of £150k to develop volunteering arrangements in the Trust. The community first responding schemes will benefit from this as our grant will be used to fund investment in further equipment and training.

GOVERNANCE, VALUE FOR MONEY AND FINANCIAL STANDING Planning 28 NHS England and NHS Improvement (NHSI) are due to shortly publish their

Five Year Forward View Delivery Plan, which will set out what the NHS will deliver in the next two to three years within the resources available. The Delivery Plan will describe the changes to urgent and emergency care that patients can expect to see in the coming years, and the focus on technology. It will also aggregate some of the changes planned in the 44 Sustainability and Transformation Plan (STP) areas.

29 Our own final operating plan for 2017/18, which was developed through

consultation with key stakeholders including governors, was published in the March public Board meeting papers. The strategic priorities highlighted in the plan reflect the contribution we will be making to the four STPs we are involved in.

NHSI ‘Single Oversight Framework’ 30 We remain in segment 2 (targeted support) under NHSIs Single Oversight

Framework regulatory approach, but consider that we are now in a strong position to progress into segment 1 (maximum autonomy) given that we are delivering the relevant performance standards, are rated as ‘good’ by the CQC, and have a financial use of resources rating of 2.

New NHS England (NHSE) guidance - ‘Managing Conflicts of Interest in the NHS’ 31 NHSE has just issued new guidance for organisations and staff on Managing

Conflicts of Interest in the NHS – this comes into force on 1 June 2017 and will apply to SCAS (having due regard to the guidance is a condition in the standard NHS contract).

32 Whilst we consider that we have robust arrangements in place for the various

elements covered by the guidance (e.g. gifts, hospitality, sponsorship etc), the Trust is undertaking a review to ensure that all policies are consistent with this and reflect the good practice that NHSE has outlined.

Board meetings in public – 2017/18 33 The dates for future Board meetings are as follows: 25 May, 13 July, 28

September, 30 November, 25 January 2018, and 29 March 2018.

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34 The September meeting will incorporate the formal Annual General Meeting at which we will present our 2016/17 Annual Report. Separate arrangements will be made for the Annual Members Meeting.

PARTNERSHIPS, STAKEHOLDER RELATIONSHIPS AND MEDIA Stakeholder engagement 35 I continue to actively engage both nationally and regionally. My recent

engagement activity has included the following meetings and events:

• NHS Providers and NHSI • Association of Ambulance Chief Executives • Sustainability and Transformation Planning meetings and workshops • other various health economy / local authority / blue light services system

meetings • station visits/ride-outs to engage with staff

Lead Director: Will Hancock, Chief Executive Author: Steve Garside, Company Secretary Date: March 2017

Update on Review of Indirect Resources (IR)

Philip Astle, Chief Operating Officer

March 2017

Aims of the IR review

• Aim was a comprehensive review of the way in which SCAS supports, utilises and optimises the outcomes from its IR

• Terms of reference approved by the Board:

– To review the current deployment, management and scope of the CFR/IR teams against the current and predicted requirements and to make recommendations for change

– To carry out a high-level review into the general functioning of the IR department, making recommendations for improvement where appropriate.

– To review the allocation and activation of Co-responders against the best practice of other emergency services.

2

• Vodafone confirmed as the provider for the responder App and a project team is being put together to start the development and workshops will be held to include the our responders as an end user. The app will have a 3 tier model of deployment: – Cardiac Arrest Response only – CFR Response as currently deployed – Enhanced Responder (pilots below)

• 3 new pilots will be rolled out in April in South East (Falls Car) North North (Welfare Alarm Calls) and West Berks (Drug interventions – enhanced response) subject to Clinical Reference Group (CRG) approval on 30/3/17

• The team are meeting 11th April to look at options within the department to increase our WTE’s to meet the future objectives of the department

Indirect Review

3

Indirect Review

• AED/PAD familiarisation – This is a work in progress.

• Indirect Desk – still being negotiated with the CCC and the pending move of PTS

• Data is being collated surrounding the impact of ARP and the allocation of calls and will be presented to execs by Director of CCC, date to be confirmed.

• Pagers will be returned 17th May 2017

4

IR Re-structure

• We have started the review to re-structure the team • We have had a high level meeting to plan options • We have a team meeting with Unions/HR on the

11/04/17 to scope options • We have HR support to manage the change process and

hold us account to the Terms of reference.

5


Enclosure E




Title of Paper: Quality Accounts and Quality Improvement Priorities 2016-17

Presented by: Deirdre Thompson, Director of Patient Care


Debate

Main Aim: To obtain the views of the Council of Governors on future quality improvement priorities

Summary of key points for consideration: A quality account provides the public, commissioners and staff information

about a Trust’s quality of care to patients, carers and families. It is part of the Annual Reporting requirements for NHS Improvement (NHSI), and also provides a framework to assess the quality of the service on what matters to patients.

The purpose of the paper is to outline the proposed quality improvement priorities for the 2016/17 Quality Report including mandated Quality Accounts. The Council of Governors is asked to note progress to date on the 2015/16 Quality Accounts and consider the proposed priorities for the coming year.

Recommendations or Outcome Required : To input to the proposed clinical quality improvement priorities for the

coming year.

Previous Forum: 2016


N/A



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ENCLOSURE E

QUALITY ACCOUNTS PROGRESS AND QUALITY IMPROVEMENT PRIORITIES FOR 2016/17 ACCOUNTS

PURPOSE

1. The purpose of the paper is to outline the proposed quality improvement priorities for the 2016/17 Quality Report including mandated Quality Accounts. The Council of Governors is asked to note progress to date on the 2015/16 Quality Accounts and consider the proposed priorities for the coming year.

EXECUTIVE SUMMARY

2. A quality account provides the public, our commissioners and staff information about South Central Ambulance Service’s quality of care to patients, carers and families. It is part of the Annual Reporting requirements for NHS Improvement (NHSI). It also provides a framework to assess the quality of the service on what matters to patients.

3. The Quality Accounts provide assurance about our commitment to improve the

quality of the services we provide and demonstrate a shared understanding of what is important. The Quality Report and Accounts set out our vision for quality improvements in a way that engages local communities, patients, key stakeholders and staff.

4. The accounts are publically available documents, are sent to NHS England and

NHSI, published on our website and NHS Choices, and are delivered through local clinical leadership, monitoring processes such as audit and surveys and analysis of incidents/complaints/claims as well as a range of other performance measures.

5. Quality reports encourage Foundation Trust Boards to focus on quality

improvements and take ownership for priorities and measures within them. It provides an opportunity for a wide debate on quality, including with the Council of Governors.

KEY ISSUES Review of progress to date. 6. The progress on the 2015/16 Quality Priorities to quarter 3 are outlined in the table

below showing an ‘at a glance’ RAG rating of achievement.

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Mandated indicators (ambulance services) for the 2016/17 Quality Accounts.

7. Further information about expectations for the 2016/17 Quality Accounts can be found at: http://www.nhs.uk/aboutNHSChoices/professionals/healthandcareprofessionals/quality-accounts/Documents/2017/nhs-quality-account-reporting-arrangements.pdf

8. For ambulance Trusts the mandated indicators for quality remain the same as the

previous year, as described in the detailed requirements for quality reports 2016/17 set out by NHS Improvement:

• To report on Ambulance response times (Red 1 and Red 2 calls 8 mins and

19mins) benchmarked nationally • To report on heart attack (STEMI) and stroke care bundles (benchmarked

nationally) • The data made available to the National Health Service Trust or NHS

Foundation Trust by NHS Digital with regard to the percentage of staff employed by, or under contract to, the Trust during the reporting period who would recommend the Trust as a provider of care to their family or friends.

• The data made available to the National Health Service Trust or NHS

Foundation Trust by NHS Digital with regard to the number and, where available, rate of patient safety incidents reported within the Trust during the reporting period, and the number and percentage of such patient safety incidents that resulted in severe harm or death.

Priority Achieved 1a. Improve the recognition of sepsis in children under five years on in CCC

1b. To develop systems so that discharge summaries are sent electronically in all areas of SCAS

1c. To develop feedback mechanisms for health professionals who report incidents via the Datix system

Ongoing for PTS/999

2a.To ensure the long wait reviews have clear actions that are monitored and the effectiveness measured

On Track

2b. To proactively manage high intensity users to reduce reactive frequent calls and provide better support

On Track

2c. Improve compliance with limb fracture care bundle 3a. To improve the number of formal complaints responded to on time by the Trust

3b. To increase support for patients in their own home/care home when they are reaching the end of life

On Track

3c. To ensure the wide range of patient feedback including surveys in considered regularly. All reviews on NHS Choices website relating to the Trust will be responded to in two working days.

http://www.nhs.uk/aboutNHSChoices/professionals/healthandcareprofessionals/quality-accounts/Documents/2017/nhs-quality-account-reporting-arrangements.pdf

http://www.nhs.uk/aboutNHSChoices/professionals/healthandcareprofessionals/quality-accounts/Documents/2017/nhs-quality-account-reporting-arrangements.pdf

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Other recommended (not mandated) suggestions from NHS Improvement • How you are implementing the Duty of Candour • The patient safety improvement plan as part of the Sign Up To Safety

campaign • Most recent NHS Staff Survey results for indicators KF26 (percentage of staff

experiencing harassment, bullying or abuse from staff in the last 12 months) and KF21 (percentage believing that Trust provides equal opportunities for career progression or promotion) for the Workforce Race Equality Standard1

• CQC ratings grid, alongside how you plan to address any areas that require

improvement or are inadequate, and by when you expect it to improve.

9. SCAS will be including the above, as recommended, in the 2016/17 Quality Account.

Proposed Quality Improvement priorities.

10. The priorities have been developed from engaging with staff and stakeholders and follow emerging themes identified throughout the year, as well as addressing some of our challenges. They are also developed from feedback from users of our services including staff, patients and other professionals and our CQC actions.

11. They cover a range of topics selected as an ongoing process from identified

clinical risks, priorities from complaints and from our clinical committees. They include feedback and intelligence from a range of sources including: (not exclusive)

• Surveys from users • Healthcare Professionals (HCP) feedback • Public feedback including complaints, concerns, compliments • Serious Incidents • Adverse incidents • CQC compliance actions • Audits (internal and external) • Committee reports and actions • Leadership walkrounds • Feedback from key stakeholders (Healthwatch, Commissioners etc.)

12. The priorities follow the three key elements of quality (safety, effectiveness and

experience) and are described below. Patient Safety

• To complete a clinical governance review of the Emergency and Urgent 999

(E&UC) service and implement recommendations. • To improve the recognition of sepsis in adults in CCC (call centres) and E&UC

• To continue to implement the workstreams in the national Sign up to Safety

campaign to improve patient safety across all services

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• To provide a consistent approach to medicines management which is compliant

with regulatory standards. Clinical Effectiveness. • To report on the percentage of Category A telephone calls (Red 1 and Red 2

calls) resulting in an emergency response by the Trust at the scene of the emergency within 8 minutes of receipt of that call during the reporting period. (mandated).

• To report on the percentage of Category A telephone calls resulting in an

ambulance response by the trust at the scene of the emergency within 19 minutes of receipt of that call during the reporting period. (mandated).

• To report on the percentage of patients with a pre-existing diagnosis of suspected

ST elevation myocardial infarction who received an appropriate care bundle from the trust during the reporting period. (mandated).

• To review and improve call abandonment for PTS, 999, 111 (2 year priority). • To increase clinical assessments in CCC ensuring consistent methods and

application across the services (3 year priority).

Patient experience. • To report on the Friends and Family test (FFT), staff and patients, and to

continue to seek feedback and act on results. • To improve and learn from HCP (Healthcare Professional) feedback in all

services (NHS111, PTS and 999). • To ensure a service that is responsive to, and listens and engages with

feedback from all sources especially hard to reach groups.

CONCLUSIONS

13. External limited assurance will be required on a chosen indicator and the mandated indicators in line with the Annual Reporting Manual for Foundation Trusts.

14. Commissioners will provide a full report in response to the Quality Report and

Accounts which must be included in the final report. Any feedback from Healthwatch and Health Overview and Scrutiny Committees will also be included.

15. The clinical data set for quarter 4 (Q4) is to be completed in April 2017 and the

measurement criteria for the new priorities will be developed at the end of Q4.

16. Quality Accounts will be uploaded onto NHS Choices and the SCAS website in June 2017.

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RECOMMENDATIONS TO THE COUNCIL OF GOVERNORS

17. The Council of Governors is asked to consider the proposed quality priorities that are listed in section 11 above. As part of this consideration, governors may wish to draw on discussions that have taken place throughout the last twelve months, both in terms of at Council of Governors and Board of Directors meetings, as well as through their dialogue with constituents. The Director of Patient Care will be able to provide further advice at the CoG meeting.

Debbie Marrs Assistant Director of Quality 14th March 2017


Enclosure F




Title of Paper: Recommendation re: External Audit Appointment

Presented by: Mike Hawker, NED and Audit Committee Chair, supported by governors Sabrina Chetcuti, Jan Warwick and Colin Godbold


Decision

Main Aim: To present a recommendation from the task and finish group established to oversee a new appointment of External Auditors


• A process was agreed at the October 2016 meeting in relation to a new External Audit appointment

• Three governors are represented on a small task and finish group which has overseen a competitive recruitment process

• Three firms, out of eight on the NHS Framework for External Audit Services, responded to the SCAS tender

• The panel has evaluated each bid against pre-determined criteria (including quality and price)

• Each firm made a written submission and attended a panel presentation day on 22 March

• A recommendation regarding the preferred bidder is now made to the full Council of Governors


To consider and approve the recommendation made by the task and finish group

Previous Forum: October 2016


Yes – it is a statutory duty of the Council of Governors to appoint the Trust’s External Auditors.



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COUNCIL OF GOVERNORS 3 APRIL 2017

ENCLOSURE F

RECOMMENDATION RE: EXTERNAL AUDIT APPOINTMENT PURPOSE

1. At the October 2016 Council of Governors (CoG) meeting, governors considered and agreed a

process for making a new appointment of external auditors to the Trust. 2. This new appointment will take effect following completion of the external audit of the 2016/17

annual accounts (i.e. around Summer 2017). 3. A task and finish group, with governor representation, was established to deliver the agreed

process, and is now in a position to make a recommendation to the full CoG for consideration and approval.

BACKGROUND

4. The statutory duties of governors include to appoint (and, if appropriate, remove) the Trust’s

external auditors. 5. The current external auditors, KPMG, were originally appointed in October 2012 following a

competitive procurement process. This was for an initial term of three years (i.e. to October 2015), but with an option to extend for a further two year period.

6. In January 2015, the CoG approved a recommendation that the two year extension option be

triggered, on the grounds largely of the high degree of satisfaction with the service being provided by KPMG. This extension would cover the audit of the 2015/16 and 2016/17 accounts, culminating in a completion of the contract in the summer of 2017.

7. The two year contract extension was agreed by the CoG on the basis of SCAS then acting in

accordance with the NHS Improvement guidance that external audit services be market tested every five years.

OVERVIEW OF WORK UNDERTAKEN BY TASK AND FINISH GROUP

8. The membership of the task and finish group has comprised the following:

• Mike Hawker, Chair of the Audit Committee • Sabrina Chetcuti, Partner Governor • Colin Godbold, Public Governor • Jan Warwick, Partner Governor • Charles Porter, Director of Finance • Steve Garside, Company Secretary

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9. In addition, the task and finish group has been supported and advised by the Trust’s Procurement Team. The process followed by the group has therefore complied with relevant procurement rules and best practice, and has been formal, rigorous and transparent.

10. The task and finish group has used the nationally developed “NHS Framework for

External Audit Services”. This lists eight firms who are all suitably qualified to provide external audit services to an NHS body.

11. A detailed tender specification for providing statutory external audit services to SCAS

was developed by the task and finish group, and all eight firms on the framework were invited to respond.

12. Tender submissions were received from three of the eight firms, including the Trust’s

incumbent external auditors. 13. A detailed evaluation of each firm’s written submission was undertaken, using pre-

determined evaluation criteria. The criteria were as follows:

• price (overall weighting = 50%) o the evaluation was undertaken by the Procurement Team

• quality, including approach to the audit, planning and risk assessment,

communication and reporting, and team capability (overall weighting = 40%) o the evaluation was undertaken by each of the panel members listed in

section 8

14. In addition to, and in support of, the written submissions, each firm made a presentation to the task and finish group on 22 March. This was on two key questions (overall weighting = 10%):

• whilst retaining audit independence, demonstrate what you could offer to assist the

organisation and the approach you would take in enabling the Trust to achieve its business objectives (including demonstrating your knowledge and experience of the ambulance sector and the challenges it faces)

• as the governors are responsible for the audit appointment, set out what you think

are your responsibilities towards the governors CONCLUSIONS REACHED BY TASK AND FINISH GROUP

15. Following completion of the above process, the task and finish group concluded that all

three firms were highly capable of delivering the external audit specification that had been developed.

16. The incumbent provider was assessed by the panel as being very marginally ahead of

the recommended bidder in terms of the assessment of quality, and the presentation. However, this was outweighed by the difference arising from the evaluation of pricing, leading to a clear recommendation from the task and finish group set out below.

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RECOMMENDATION

17. The task and finish group recommends to the full Council of Governors that Grant

Thornton be appointed to provide external audit services to SCAS for an initial three year period, with an option to extend for a further period of up to two years (subject to CoG approval).

Lead Director Mike Hawker NED and Audit Committee Chair March 2017 Author Steve Garside Company Secretary


Enclosure G




Title of Paper: Report from the Nominations Committee

Presented by: Lena Samuels (Chair of Nominations Committee) and governor members of the Nominations Committee


Information

Main Aim: To present an update report from one of the two formal sub-committees of the Council of Governors.


A report is presented from the Nominations Committee, and covers: • future work • public governor vacancy on the committee


To note the report from the Nominations Committee

Previous Forum: 5 October 2016 and 30 November 2016 CoG meetings


Yes – all Council of Governors are required to have a Nominations Committee



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ENCLOSURE G

REPORT FROM THE NOMINATIONS COMMITTEE PURPOSE

1. The purpose of the report is to provide an update on the work of the Nominations Committee

(NC), which acts with delegated authority from the Council of Governors (CoG) to review issues and make recommendations in relation to Non-Executive Director (NED) matters (e.g. appointments, appraisal, remuneration etc).

2. The paper reports on activity since the last formal CoG meeting on 5 October, noting that the

meeting on 12 January was cancelled. CHAIR APPOINTMENT

3. Following a comprehensive recruitment process, Lena Samuels was appointed by the CoG at an

extraordinary meeting on 30 November to the position of Trust Chair for an initial three year period with effect from 1 April 2017.

4. For the period 1 January to 31 March 2017, Lena has served as a NED working with Trevor Jones

to ensure a smooth transition and handover of duties. NOMINATIONS COMMITTEE FUTURE WORK

5. The NC will reconvene shortly with the following membership:

• Lena Samuels, Chair • Barry Lipscomb, Lead Governor • Keith House, Appointed Partner Governor • David Palmer, Staff Governor • TBC, Public Governor

6. The Trust currently has seven NEDs in place as shown below:

NED Date appointed to SCAS

Date appointed to FT Board

Current term of office

Lena Samuels 1 January 2017 1 January 2017 31 March 2020 Sumit Biswas 1 July 2016 1 July 2016 30 June 2019 Ilona Blue 1 March 2012 1 March 2012 28 February 2018 Nigel Chapman 1 March 2016 1 March 2016 28 February 2019 Mike Hawker 1 January 2014 1 January 2014 31 December 2019 Alastair Mitchell-Baker 1 August 2006 1 March 2012 31 March 2018 (or

earlier by mutual agreement) David Williams 1 January 2012 1 March 2012 31 December 2017

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7. With seven voting Executive Directors on the Board, the Chair will have a second/casting vote until such time as the number of NEDs exceeds the number of Executive Directors.

8. An initial priority for the newly constituted NC will therefore be to take forward the work on further

NED recruitment, led by the new Chair, who will have had a period of time to assess requirements in terms of the skills and expertise required from the Board going forward.

9. This work will also need to factor in those terms of office which are due to expire in the next

twelve months (e.g. Alastair Mitchell-Baker, David Williams and Ilona Blue). NOMINATIONS COMMITTEE PUBLIC GOVERNOR VACANCY

10. Barry Lipscomb was appointed in January 2017 as the public governor representative on the NC,

but this has now been superseded by his Lead Governor appointment (the Lead Governor automatically serves on the NC). As a result, there is a vacancy on the committee for a public governor.

11. All current public governors are eligible to nominate themselves to become a member of the NC,

and Appendix A provides guidance that may help governors in the nomination and selection processes.

12. The process for making an appointment is as follows:

• Tuesday 4 April – Steve Garside to write out to all governors confirming the process

• Tuesday 4 April to Tuesday 18 April (5pm) – eligible public governors to notify Steve Garside, Company Secretary, via email, if they wish to nominate themselves for the vacancy on the committee, submitting a 150 word maximum supporting statement on their skills and attributes to deliver the role (template shown at Appendix B)

• Wednesday 19 April – in the event that only one nomination is received by the deadline of

Tuesday 18 April (5pm), that governor will be confirmed as a member of the Nominations Committee. In the event that nominations are received from two or more eligible governors, a secret ballot will be held

If required: • Wednesday 19 April – official ballot papers for the election of a public governor to the

Nominations Committee will be issued by the Company Secretary to all governors, including candidate supporting statements. All governors will be able to make one vote in support of a candidate

• Friday 28 April (5pm) – deadline for return of completed ballot papers by email

• Tuesday 2 May – votes counted, announcement made via email, appointment commences

with immediate effect.

RECOMMENDATION 13. The CoG is asked to note the report. Steve Garside Company Secretary March 2017

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APPENDIX A – - APPOINTING GOVERNORS TO THE NOMINATIONS COMMITTEE – NOTES FOR GUIDANCE ONLY

Background As can be seen from the terms of reference for the Nominations Committee (available from the Company Secretary), this is an important committee which deals with potentially sensitive matters in developing recommendations for the full Council of Governors to consider. The following information represents guidance notes that can be considered by governors both in terms of nominating and selecting the various governors to serve on this committee. Guidance notes There are areas of experience/expertise and specific attributes which could be seen as important for governors who serve on the Nominations Committee, and these are detailed below: Experience/expertise

• experience of participating in recruitment processes, including interviewing and assessing the capabilities of candidates against pre-determined criteria

• an understanding of the functioning of Boards and the role of Non Executive Directors, including

an appreciation of the need for Boards to have a balance of complementary skills and expertise • experience of working on small committees dealing with potentially complex and

sensitive/confidential matters Attributes

• a good team player - able to make an effective personal contribution but respectful of the views and contributions of others

• integrity – able to operate with appropriate discretion in treating / dealing with potentially

confidential/sensitive information

• flexibility – able to attend meetings and participate in teleconferences at relatively short notice, both during and outside of normal office working hours.

• personal commitment - given the importance of this committee, and the decisions that need to

be made, attendance at meetings and participation in teleconferences is crucial

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APPENDIX B – NOMINATION FORM FOR NOMINATIONS COMMITTEE MEMBERSHIP I, _______________________, being a Governor for the ____________________________

Public Constituency wish to nominate myself to become a member of the Nominations

Committee of the Council of Governors of South Central Ambulance Service NHS Foundation

Trust for appointment. I believe that my skills and attributes will be helpful in this role as

explained below:

Signed by Nominee ___________________ Print Name Dated Please return to Steve Garside, Company Secretary, via email ([email protected]) by no later than 5pm 18 April 2017.

Please complete with no more than 150 words:


Enclosure H




Title of Paper: Report from the Membership and Engagement Committee

Presented by: Barry Lipscomb, Public Governor (Hampshire) on behalf of Sue Thomas, Chair of the Membership and Engagement Committee


Information

Main Aim: To present an update report from one of the two formal sub-committees of the Council of Governors.


A report is presented from the Membership and Engagement Committee and a verbal commentary will be provided by Barry Lipscomb


To note the report from the Membership & Engagement Committee



N/A


‘Bukola James-Adeyemi, Company Secretary Administrative Assistant 01869365029

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ENCLOSURE H

REPORT FROM THE MEMBERSHIP AND ENGAGEMENT COMMITTEE MEMBERSHIP AND ENGAGEMENT COMMITTEE – KEY ISSUES

1. The Membership and Engagement Committee (MEC) have met twice since the last Council of

Governors (CoG) Meeting, on 12 October 2016 and 9 February 2017, and the minutes of the meetings can be seen at Appendix A and B.

2. In receiving the minutes the CoG are asked to note that:

The main objective of the committee is to make recommendations and report to the Council of Governors about membership recruitment, engagement, communications, involvement and representation.

12 October 2016

• the committee currently has a number of vacancies, and we would be delighted to hear from governors who wish to join the committee. A particular appeal is made to newly elected public governors and also the staff governors. All governors are eligible to join the committee and anyone interested should contact Steve Garside, Company Secretary, for further information.

• two particular areas of focus for the committee in 2017/18 will be considering ways to improve

member engagement with the governor elections process (both standing for election and voting) and generate more interest in the Annual Members Meeting.

9 February 2017 • a number of engagement activities and future plans were proposed; these include creating

‘SCAS 100 Virtual club’; hold ‘SCAS Healthy and Safe Bingo’ events; and organise ‘Diabetes Awareness Week Roadshows’.

• the main areas of focus for the committee were getting the ‘Save a Life App’ audited and to organise the 2017/18 Annual Members Meeting as a standalone family oriented event.

• one of the newly elected public governors (Paul Ader) who attended the meeting joined the committee.

• future meeting dates for the committee are 24 April, 27 June, 13 September and 1 February 2018. Governors who are not members of the committee are welcome to attend.

3. The Council of Governors are asked to note the report. ‘Bukola James-Adeyemi Company Secretary Administrative Assistant March 2017

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APPENDIX A - MEMBERSHIP AND ENGAGEMENT COMMITTEE MINUTES 12.10.16 Minutes of the twentieth meeting of the South Central Ambulance Service NHS Foundation Trust Membership and Engagement Committee held on 12 October 2016 at Shaw House, Newbury Present: Barry Lipscomb, Public Governor (Hampshire) – Acting Chair

Bob Duggan, Public Governor (Buckinghamshire) Jan Warwick, Appointed Partner Governor (Local Authority) - part Tim Windsor-Shaw, Public Governor (Oxfordshire) - part

In attendance: James Underhay, Director of Communications and Engagement

Steve Garside, Company Secretary Monica Moro, Membership Officer – part Rachel Coney, SCA Charity CEO - part

Apologies: Sue Thomas, Appointed Partner Governor (Air Ambulance Charity) and

Committee Chair Jon Cotterell, Public Governor (Hampshire) Keith Nuttall, Non-Executive Director

MEC16/17 Chair’s Welcome, Apologies for Absence and Declaration of Interests Barry Lipscomb welcomed all to the meeting and apologies were noted from Sue Thomas and Jon Cotterell. The committee expressed their best wishes to Sue Thomas with her ongoing recovery. No new declarations of interest were declared. MEC16/18 South Central Ambulance Charity (SCA-Charity) Update Rachel Coney updated on events that had taken place throughout the day associated with a re-launch of the SCA-Charity. This included an overview of four regional events in Didcot, Andover, Slough and Milton Keynes, and the media coverage that had been attracted. Rachel Coney highlighted three specific current objectives for the Charity: 1) To raise the profile of the Trust 2) To further improve charity governance, with an approved policy for eligible expenditure and

a database for recording communication and contact details 3) To raise money In terms of the third objective, Rachel Coney stated that the target was to raise £1m by Christmas 2019 (Community First Responders (CFRs) typically raise £250k per annum) and that the re-launch day had been very productive with pledges to a value of £25k. Barry Lipscomb expressed some concern about the stated objects of the Charity – “for charitable purposes relating to the general or any specific purposes of the South Central Ambulance Service NHS Foundation Trust or to purposes relating to the health service”. He noted that these were very broad, and may be misconstrued as a potential mechanism for addressing a shortfall in government funding. James Underhay stated that the objects registered with the Charities Commission could be refined over time as the Charity develops, but Rachel Coney agreed that it would be prudent to take Barry Lipscomb’s comments forward and obtain some advice from other NHS charities.

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Action 16/18a Rachel Coney to obtain some advice from other NHS charities as to whether having broad objects is likely to be prohibitive and a barrier to attracting funding and donations.

The committee agreed that using charitable funds to acquire additional community defibrillators was a worthwhile cause and likely to appeal to the general public. Jan Warwick stated that Parish Councils could be a useful link in this respect, but noted that it had been very time-consuming arranging for a defibrillator to be installed in her own area, as well as organise training and get the equipment registered on the SCAS Automated External defibrillator (AED) app. Rachel Coney agreed to look into this. Action 16/18b Rachel Coney to investigate the time taken to install a defibrillator in the Hursley area.

Finally, James Underhay alerted the committee to the new, comprehensive SCA-Charity website which had been established. MEC16/19 Minutes and Matters Arising from Meeting of 5 July 2016 The minutes of the previous meeting were approved without amendment. The two action points from the previous meeting were deemed to have been satisfactorily addressed. MEC16/20 Update on progress / issues since the previous meeting including 2016/17 Engagement Activity and Future Plans Monica Moro distributed two documents: a record of the number of engagement events attended by each governor since 1 April 2016, and the overall plan for the year. James Underhay commented that there was little planned for the rest of the year following the end of October, and Monica Moro responded that events were generally not arranged over the winter period. Steve Garside asked whether governors were completing and submitting feedback forms after each event so that the Trust could monitor effectiveness and have a record of the issues being raised. Monica Moro responded that very few forms had been submitted to her. Barry Lipscomb queried the effectiveness of engagement events in terms of ‘pay-back’ and the committee discussed some of the challenges and opportunities: • Jan Warwick noted the opportunity to align the engagement programme with the work of the

SCA Charity, and to focus on defibrillators • Barry Lipscomb suggested that dedicated large public meetings offered the best way for

governors to engage with the public; Bob Duggan noted that Buckinghamshire Healthcare NHS Trust had recently held a very well attended Annual General Meeting (AGM), and that some joint working in this respect may be beneficial.

MEC16/21 Review of 2015/16 Annual General / Members Meeting (AGM/AMM) The committee noted that the recent AGM/AMM had not been particularly well attended, with even the number of governors down on previous years. Jan Warwick noted that people were unlikely to attend the SCAS AGM if they had not used the service, or had used it and were satisfied. She stated that SCAS should consider inviting complainants or patients who had reported an unsatisfactory service or experience.

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Steve Garside clarified that, in these types of discussion, distinction should be made between the formal AGM (which was largely about presenting the Annual Report and Accounts) and the AMM which offered a better opportunity to present more interesting information and materials. He added that, whilst the AGM element was better linked to a Board meeting (with Board members present), the AMM could be seen as a more stand-alone event (for example, held in the evening) and potentially linked to the Annual Staff Awards event. The committee concluded that James Underhay, Steve Garside and Monica Moro should consider and research the best way of delivering the 2016/17 AMM in order to achieve the best possible outcome in terms of member and public attendance. Action 16/21 James Underhay, Steve Garside and Monica Moro to consider the most effective way of delivering the 2016/17 Annual Members Meeting.

MEC16/22 Membership and Patient Care Survey Monica Moro presented an overview of the latest annual survey, noting that the response rate had dropped from 485 to 375. The committee noted the recommendation that SCAS should consider expanding the range of potential respondents by including other stakeholders such as councils, parish councils, care homes, CCGs (Clinical Commissioning Groups), Healthwatch groups and voluntary organisations. Bob Duggan stated that he thought working through parish councils (and their associations) would be a good idea, and Tim Windsor-Shaw suggested GP surgeries. James Underhay advised that most of the findings from the survey were consistent with issues already understood by the Trust and its Board. Steve Garside highlighted that the most basic form of engagement with members was through the Foundation Times publication, and that 75% of survey respondents had confirmed that they were happy with being kept up to date about Trust matters this way (which suggested that 25% were not). In conclusion Monica Moro stated that she would carry out a further analysis of some of the free-standing text comments by respondents and share these with service leads as appropriate. MEC16/23 Any Other Business Steve Garside noted that there were currently four vacancies on the committee, but that focus would now turn to encouraging some of the soon-to-be elected governors to join the committee. Bob Duggan reported that he understood that Oxford Health NHS Foundation Trust (OHFT) had developed a very good governor’s handbook. He agreed to try and obtain a copy from the Lead Governor at OHFT and explore the possibility with Monica Moro of creating something similar within SCAS (perhaps app-based). Action 16/23 Bob Duggan to obtain a copy of the Oxford Health NHS Foundation Trust governors handbook in order to assess whether there is any good practice SCAS could benefit from.

MEC16/24 Date of Next Meeting It was noted that the next meeting would be held on 9 February 2017.

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APPENDIX B - MEMBERSHIP AND ENGAGEMENT COMMITTEE MINUTES 9.2.17 Minutes of the twenty-first meeting of the South Central Ambulance Service NHS Foundation Trust Membership and Engagement Committee held on 9 February 2017 at Shaw House, Newbury Present: Sue Thomas, Appointed Partner Governor (Air Ambulance Charity) and

Committee Chair Barry Lipscomb, Public Governor (Hampshire) Bob Duggan, Public Governor (Buckinghamshire) Tim Windsor-Shaw, Public Governor (Oxfordshire)

In attendance: Lena Samuels, Non-Executive Director/ Chair Designate

Prof. David Williams, Non-Executive Director James Underhay, Director of Communications and Engagement Steve Garside, Company Secretary Monica Moro, Membership, Engagement and Marketing Support Officer

Rachel Coney, SCA Charity CEO – part Paul Ader, Public Governor (Oxfordshire) Designate ‘Bukola James-Adeyemi, Minute taker

Apologies: Jan Warwick, Appointed Partner Governor (Local Authority)

Jon Cotterell, Public Governor (Hampshire)

MEC16/25 Chair’s Welcome, Apologies for Absence and Declaration of Interests The Chair welcomed all to the meeting including Paul Ader, governor designate for Oxfordshire and Lena Samuels, NED/Chair designate. Apologies were noted from Jan Warwick and Jon Cotterell.

The Committee acknowledged their appreciation to Tim Windsor-Shaw and Jon Cotterell for their great service and contributions to the Committee.

No new declarations of interest were declared.

MEC16/26 Minutes and Matters Arising from Meeting of 12 October 2016 The minutes of the previous meeting were taken as read and approved without amendment.

Three of the four action points from the previous meeting were considered to have been completed. However, an update was taken on a number of actions:

• MEC 16/18 SCA Charity Update -The Chair related her encounter with fundraisers raising funds to purchase a defibrillator at a local garden centre and who were unaware that their collection must be registered if the defibrillator is to be installed by the main road and therefore coded. Rachel Coney informed the Committee that she is currently putting together an FAQ for businesses interested in buying and installing defibrillators on behalf of SCAS and another for Community First Responders (CFRs) who are fund raising for the Charity. Barry Lipscomb expressed his concern about the Trust’s ‘Save a Life App’ creating confusion in terms of access to some privately located defibrillators and SCAS’ ability to give the codes to the public.

Bob Duggan concurred, citing that there are seven defibrillators in his community: three are in the public domain; whilst the other four are in schools, doctor surgeries and some

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other places that cannot be accessed by the public, thus creating different rules for different locations.

The Chair advised that the App is audited to ensure all defibrillators on it are accessible by members of the public to avoid directing them to ‘dead ends’.

Rachel Coney suggested that the Committee may need to invite Dick Tracey to attend a meeting as the issue of the defibrillators comes up quite often.

Action 16/26a Dick Tracey to be invited to the next Committee meeting to address issues around public accessibility of defibrillators on the ‘Save a life App’.

• MEC 16/23 Oxford Health NHS Foundation Trust governors handbook - Bob Duggan

gave a quick update on his action and advised that he is yet to get a response but will forward it to the team as soon as he receives it before the next meeting.

Action 16/26b Bob Duggan to forward the response received from Oxford Health NHS Foundation Trust on the governors handbook before the next meeting.

MEC16/27 Update on progress / issues since the previous meeting including 2016/17 Engagement Activity and Future Plans Monica Moro distributed two documents: the 2017 event planner – for Governors’ use, and a power point presentation on membership and engagement. She highlighted the current membership and engagement activities such as Buckinghamshire County show, joint events with other trusts, consultations, competitions, school visits, and ‘you said we did’.

Furthermore, she gave a brief overview of the engagement plan for 2017/18, and highlighted some of the proposed events, this includes:

• create a ‘SCAS 100 Virtual club’: members would have the opportunity of participating online and help with consultations, give feedback, or become a mystery shopper

• hold ‘SCAS Healthy and Safe Bingo’ events: incorporating health related statements on cards for distribution.

• organise ‘Diabetes Awareness Week Roadshows’: this would in the first instance be piloted, with four events in each SCAS county, and a number held in Hindu Temples and Mosques with volunteering paramedics and clinicians in attendance. Monica Moro advised the group that she held a similar pilot event about eighteen months ago at the Multicultural Cultural Centre in Aylesbury and it was a great success.

The Chair advised that both 111 and 999 services fit into the strategy and that governors can participate actively in these areas.

Bob Duggan asked how the bingo would work and Monica Moro responded that the event will be replicated in all four SCAS counties and would collaborate with Bingo halls to distribute health information cards at peak times – Wednesdays and Fridays from 6pm – 8pm. In response to a question about duplicating other health organisations’ activity, Monica Moro stated that it would be a joint event and could be an avenue to get funding, and that the purpose of organising these events is two-fold – prevention and Foundation Trust (FT) member recruitment.

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The Chair reiterated that the Diabetes Awareness Week Roadshows initiative would help attract people to become members as well as aspiring governors, especially given the specific environment and could generate considerable interest from the Black Minority Ethnic (BME) communities. Monica Moro mentioned that she works closely with Ludlow Johnson and she will present these new initiatives at the next Equality & Diversity Steering Group. MEC16/28 South Central Ambulance Charity (SCA Charity) Update Rachel Coney updated the group on recent activities and forthcoming events as follows:

• unveiling of two vehicles for Buckinghamshire bought with a 35k donation from the masons

• introductory workshops for potential new volunteers at Northern House and Southern House

• final cheque handover from South Winchester Golf Club after a year of fundraising for local CFRS (this raised over £15k)

• mailed every mayor within the SCAS patch asking them to apply to become the mayor of the Charity next year: this is a way of getting the mayors involved

• e-mailed all parish councils within the SCAS coverage area asking them to support and fundraise for the Charity

• recently made an application to access a £150k grant from the government to fund a high-profile volunteering scheme subject to meeting the conditions of the grant. It is expected that £35k of this will be used to run a high-profile volunteering crew campaign within the four counties from March to mid-June 2017, and that part of the fund will be used for recruiting volunteers, including those underrepresented in the community – Ludlow Johnson has now been involved.

The Chair mentioned that these events will appeal to governors and that they would like to attend to help spread SCAS messages, but will need to be given sufficient notice. Rachel Coney agreed to find out from Monica Moro the best method to get future event details to the governors on a regular basis. It was concluded that James Underhay, Rachel Coney and Ludlow Johnson should work together on the volunteering project involving the BME communities. Finally, Rachel Coney appealed to the Committee to advise other governors of the need to help promote the SCA Charity, including the lottery. MEC16/29 Public Governor Elections - Improving Member Engagement Steve Garside stated that the intention of the item is to get the views of the Committee on how to improve members’ engagement in the public governors election process. In response to how he came to be a governor, Paul Ader revealed that it was a personal decision to get involved in something local and at the time he was fortunate to have seen the advert in his local newspaper. Steve Garside mentioned that the low level of interest in the elections was not due to a lack of initiatives or effort, but in the end very few individuals had come forward, especially in the Buckinghamshire area. Paul Ader advised that it is important to understand what makes a member before getting them to become governors, as it is; there is no clear understanding as to why they should engage

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with SCAS. He added that it would be necessary to have a firmer membership base in order for aspirant governors to come forward. The Chair explained that at the advent of SCAS becoming a FT, the Trust had to have a certain number of members but more importantly, to attract more governors, the Trust must use the experiences of the current governors’ to raise greater interest. Barry Lipscomb suggested making two or three governor features (e.g. video) stating why they had put themselves forward and how they feel about making a difference. He volunteered himself to support this initiative. The Chair also suggested the use of various multimedia to help spread the messages to the public more effectively. David Williams mentioned that it would be interesting for SCAS governors to talk to governors of other trusts to get a sense of what they do to effectively engage their members. It was concluded that what is needed is a strong and catchy message, for example “Our service needs you!” and at the right time published on the SCAS website or/and in the local newspapers. It was recognised that although all these were applied last year more must be done to formulate some more opportunities and ideas. MEC16/30 Views on 2017/18 Annual Members Meeting Monica Moro spoke about the Annual General Meeting (AGM) and Annual Members Meeting (AMM) not being well attended by members of the public, which she believed was due to the meetings being all day long, on a week day and FT members and the public therefore unable to attend. Lena Samuels asked that the following should be considered: what do we want to achieve; who do we want to engage with; and what experience do we want to give to those who attend. She stated that it is important to be creative when organising the AGM and AMM and that learning from others will be very valuable. She gave an example of a trust that had their AGM recently: the main meeting was for forty-five minutes and the remainder part of the meeting was more of the public experiencing what it looks and feels like at the trust - for instance the public had a 3-D nursing experience. She noted that SCAS has the resource and capacity to recreate the experience of acute emergency care for the public during similar events and hopefully this will arouse the interest of the public to actively engage with the Trust. Monica Moro proposed holding five AMM/Open Days at five ambulance stations across our patch: each of the Saturdays in September to mid-October from 10am to 2pm. The events will be family oriented. Steve Garside agreed that the current formal format is not necessarily working, and stated that he was in favour of Monica Moro’s suggestion that the AMM be held as a separate event. Bob Duggan advised that SCAS should seek advice from Buckinghamshire Healthcare NHS Trust as they had a well-attended AGM where Trust partners, including SCAS, had a stand. Steve Garside commented that, a few years ago, SCAS held a Partners and Health Fair as part of the AGM/AMM/Board Meeting event, but unfortunately it did not attract many visitors. Barry Lipscomb suggested that during the AMM, SCAS could involve the two Air Ambulance Charities by having a helicopter at the event with the aim of attracting the public.

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Rachel Coney advised that SCAS should be careful not to pass conflicting messages to the public if both the SCA Charity and the two Air Ambulance Charities are present. The Chair clarified that the aim of organising the event would not be to collect donations but to broaden the membership and talk about SCAS. However, she stated that SCA Charity could benefit from the county shows, and that Governors can cross county boundaries to get to these shows and as such promote what SCAS does and the Charity. David Williams pointed out that there were many activities proposed by Monica Moro (see MEC16/27 above) but that the proposal failed to project the key messages. In addition, he mentioned that it is important to open our stations to these events for public engagement and recruitment. Monica Moro replied that the key messages are about recruiting more people including BMEs and prevention, as well as talks about the 111 and 999 services. Barry Lipscomb stated that to hold a successful public event it will be ideal to have a focal point of attraction such as having an ambulance present and not just having a table with some leaflets to create awareness. Lena Samuels said that, although the key messages might have been missed in the proposal, it is important that these are clearly communicated to the public: prevention and for members of the Trust to influence the rest of society to take better control of their health. She also stated that it is important to give those who are reaching out to the public the key information they need to know and why they need to get involved. Lena Samuels commented that events like the county shows are organised by a Committee of the great and good and to enjoy the same success there is a need to do some targeted work - perhaps invite the organiser to know more about SCAS. In response to the question on using a single key message, James Underhay reiterated that prevention is important and is one of the key messages, as well as people making good life choices; which is one of the Trust’s biggest challenges. More importantly, he said, it is about reducing the volume of activities, so the public know when and what service they call. Rachel Coney reminded the Committee that the SCA Charity has invested in a very easy and accessible ‘help SCAS’ leaflet. It was concluded that the AGM and AMM should be separated and that the proposed list of new engagement initiatives and the AMM/Open Days will give governors within and outside of the Committee an even wider scope to get involved. Monica Moro was asked to email the Committee a written copy of her flipchart presentation and a copy of her 2017/18 Community Engagement Plan. Action 16/30 Monica Moro to email a written copy of her Flipchart presentation and a copy of her 2017/18 Community Engagement Plan to the Committee

MEC16/31 Membership and Engagement Committee terms of reference The purpose of the item is to consider the current terms of reference and identify any required amendments. Steve Garside pointed out that he was not proposing any changes in terms of duties but wished to reflect on the questions set out in section 2 of the paper:

• Section 3.1 – the Committee agreed to not have a Vice-Chair but to appoint an acting chair on the day of the meeting if the Chair is unable to attend. The Chair reminded the Committee that she leaves in September and the committee should now think of appointing a new Chair.

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• Section 5.4 – the Chair mentioned that it would be nice if people read the meeting pack

and, if they are unable to attend meetings, put forward their views which can be read out at meetings. It was noted that it is not only important that members attend but for the meetings to be quorate and to have members who will be active. James Underhay suggested the Committee create a pro forma to make it easy: similar to Monica Moro’s feedback form.

• Section 6.1 - the Committee agreed to carry on meeting quarterly and if any issue arises before the next meeting it can be dealt with via email. Also, it was agreed that the current ninety minutes meeting duration should be maintained.

• Section 11 – the Committee agreed that the existing statement, regarding an

assessment of each meeting, should stand. • General – links to the SCA Charity: It was agreed that the terms of reference should

acknowledge a link between governor engagement and the SCA Charity, but that this was secondary to public and member engagement

• Staff governor engagement - the Committee, recognising how difficult it is to get the staff

governors to join the Committee, agreed that it will be advantageous to get them involved. The Chair suggested that the Committee should develop something similar to the ‘SCAS virtual 100’ to send messages to paramedics and to get their views as well as fit into their schedule. It was agreed that part of the requirement for the forthcoming elections of staff governor would be the ability for staff governors to join the Committee.

MEC16/32 Any Other Business Paul Ader agreed to become a member of the Committee. The Chair put forward her apologies for the next Council of Governors meeting and Barry Lipscomb was nominated to update the Governors on the outcomes of the MEC meeting on 3rd April 2017. MEC16/33 Date of Next Meeting It was noted that the next meeting would be held on 24th April 2017.


Enclosure I




Title of Paper: NED Activities

Presented by: Sumit Biswas, Non-Executive Director


Discussion

Main Aim: To help governors develop a greater understanding of the activities undertaken by the Non-Executive Directors, and the outcomes that result from this in terms of the NED “holding to account” role


Today’s presentation is from Sumit Biswas, NED, who will take any questions from the governors


Note



N/A



Enclosure I Update on NED Activities Sumit Biswas, Q4 2016/17 Council of Governors Meeting – 3 April 2017

Purpose of this item:

• To highlight some of the activities undertaken by a particular NED in the last 3-4 months

• To explain the outcomes that have resulted from these NED activities, including assurance / added value

• To help develop governors’ understanding of the role of the NED

• To take questions from the governors

2

Selection of recent activities undertaken by Sumit Biswas: Board meetings/seminars • Attended 15 December 2016 Board seminar which focused on

a range of planning items including budget and contracts • Attended 27 January Board meetings in public/private • Attended 23 February Board seminar which focused on

securing and delivering the new NHS111 contracts in Thames Valley and Hampshire, delivering the Trust’s Cost Improvement Programmes and achieving an ‘outstanding’ CQC rating.

• To attend 29 March Board meetings in public/private

3

Selection of recent activities cont’d:

Board sub-committee meetings • Attended Audit Committee meeting – 12 January • Attended Quality and Safety Committee meeting – 2 March

Additional inputs • Extra sessions on strategy refresh (Nov/Jan) • Offsite meeting with third party telecoms, telephony

providers and SCAS technical and ops staff: to explore options to embrace new technology – 11 Jan

4

Selection of recent activities cont’d: Others • Operations, and meeting staff:

– Leadership walkarounds: Andover, 6 Dec with Simon Holbrook; High Wycombe, 8 Dec with Will Hancock; Kidlington, 13 Mar - Charles Porter

– Frailty simulation event Stoke Mandeville - 2 Feb – Met with Oxfordshire Community First Responders team and

management – 28 Feb – Ride-out with Patient Transport Service and met PTS team, 8 Feb

• Stakeholder engagement:

– Met Oxford University Hospitals Trust (OUHT) Vice-Chair - 28 Feb – Met OUHT Director of Planning and Information - 22 Mar – To meet Oxfordshire Clinical Commissioning Group Deputy Chief

Executive - 3 Apr – To meet Assoc. Director Urgent Care, Commissioning Support Unit - 3

Apr

5

Questions from governors

6


Enclosure J




Title of Paper: Council of Governors Review 2016/17



Information

Main Aim: To present a review of the Council of Governors activities for the 2016/17 financial year.


The Council of Governors Review is also included in the Trust’s 2016/17 Annual Report, and therefore satisfies the requirements of the Annual Reporting Manual. The Council of Governors successfully delivered its statutory duties in 2016/17.


To note the annual review of the Council of Governors

Previous Forum: April 2013, May 2014, July 2015, July 2016 (i.e. annually)


Statutory requirements and duties were met in 2016/17



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COUNCIL OF GOVERNORS REVIEW 2016/17 BACKGROUND

Background The Trust’s Council of Governors (CoG) play an essential role in the governance of South Central Ambulance Service NHS Foundation Trust, providing a forum through which the Board of Directors is accountable to the local community. The Trust’s Constitution sets out the key requirements in respect of the functioning of the CoG. Its general functions are to: • hold the non-executive directors individually and collectively to account for

the performance of the Board of Directors, and • represent the interests of the members of the Trust as a whole and the

interests of the public

The period 1 April 2016 to 31 March 2017 represents the fifth full year of working for the CoG and the delivery of its statutory duties. MEMBERSHIP AND MEETINGS

Membership of the Council of Governors The CoG is chaired by the Trust Chair, and the full composition of governors numbers twenty six as follows: • fifteen elected public governors across four constituencies (Hampshire,

Berkshire, Oxfordshire and Buckinghamshire) • five elected staff governors • three appointed Local Authority governors • two appointed Clinical Commissioning Group governors • one appointed partner governor (the Air Ambulance charities) The CoG elects a lead governor and Robert Duggan served in this position throughout 2016/17. The CoG started the year with twenty two governors in place, with the four vacancies relating to the Oxfordshire, Berkshire and Buckinghamshire public

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governor constituencies, and the PTS staff governor constituency. It ended the year with twenty three governors in place and therefore three vacancies (two for the Buckinghamshire public governor constituency, and the PTS and Logistics Field staff governor). During 2016/17, a year in which public governor elections were held, there have been the following changes to the composition of the CoG: • during the course of the year, and prior to the Autumn 2016 elections

taking place, three public governors resigned: one from each of the Berkshire, Buckinghamshire and Oxfordshire constituencies

• as a result of the Autumn 2016 elections process, two public governors did

not seek re-election, two public governors did seek re-election and were successfully re-elected, and six public governors were elected for the first time.

A further round will be held in the Autumn of 2017. Details about each governor, including biographies and declared interests, can be seen on the Trust’s website. Formal meetings of the CoG Three formal meetings of the CoG have been held during 2016/17: in April 2016, July 2016 and October 2016. The meeting planned for January 2017 was cancelled due to adverse weather. All three meetings were held in public, and fully in accordance with the Trust’s Constitution. Two of the three meetings were chaired by the Trust Chair, and one by the Deputy Chair/Senior Independent Director. All had a very good representation of Board members, including Non-Executive Directors, in attendance. Appendix A reports on the attendance of governors at formal meetings of the CoG. This is also reported in the Trust’s Annual Report, as a specific requirement of the NHS Foundation Trust Reporting Manual. Other meetings of the CoG The CoG has had two formal sub-committees during 2016/17; the Nominations Committee, and the Membership and Engagement Committee. Details of their meetings and work programmes are explained below. Two governor workshops were held during the year; in June 2016, to consider efficiency and quality, and in February 2017, to obtain the views of the governors on the Trust’s corporate strategy and strategic challenges.

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DUTIES AND FUNCTIONS

Delivery of specific statutory duties The governors have a range of specific statutory duties, and all of the statutory duties relevant to 2016/17 were satisfactorily discharged. Duty

Comments

Receive annual accounts, auditor’s report and annual report

Received annual accounts and reports at the July 2016 meeting. Overview from KPMG (external auditors) of their approach to the 2016/17 audit programme at the October 2016 meeting.

Appoint and, if appropriate, remove the external auditor

N/A The CoG will be required to approve a new external audit appointment in 2017/18, and work in preparation for this took place in 2016/17.

Directors must have regard to governors’ views when preparing the forward plan

A strategic review workshop was held on 1 February 2017 to obtain the views of the governors, and these were taken into account in developing the 2017/18 annual business plan.

Appoint and, if appropriate, remove the Chair

In 2016/17 the CoG approved the appointment of a new Chair, to take effect from 1 April 2017.

Appoint and, if appropriate, remove the other Non Executive Directors (NEDs)

During 2016/17, and following CoG process and approval, two new NEDs were appointed to the SCAS Board.

Decide remuneration and terms of conditions for Chair and other NEDs

During 2016/17 the CoG accepted a recommendation from the Nominations Committee that remuneration levels for the Chair and NEDs should remain unchanged.

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Approve appointment of Chief Executive

N/A No new appointment was made in 2016/17.

Approve significant transactions N/A No significant transactions required approval in 2016/17.

Approve an application by the Trust to enter into a merger, acquisition, separation or dissolution

N/A No such applications occurred in 2016/17.

Decide whether the Trust’s non-NHS work would significantly interfere with its ‘principle purpose’

N/A This was not required during 2016/17.

Approve amendments to the Constitution

A number of minor constitutional amendments were approved by the CoG during 2016/17 (including increasing the maximum number of NEDs on the Board from eight to nine).

Delivery of other duties and functions of the CoG There are general duties for the governors in relation to holding the Board of Directors to account for the performance of the Trust via the Non-Executive Directors, and representing the interests of the members and the public. A range of mechanisms have been in place to support the govenors with their holding to account role, including: • six Board meetings in public have been held, and governor attendance at

these has been strongly promoted. There has been good attendance at Board meetings, with an average of nine governors attending each meeting

• the Trust ensures that the governors receive the papers for Board

meetings one week ahead of the meeting, and the minutes on a timely basis subsequent to the meeting having taken place

• governors have been invited to ‘buddy up’ with one of the Trust’s NEDs to

help develop their understanding of how the NEDs seek assurance over the day-to-day running of the organisation

• all formal meetings of the CoG include an update from the Chief Executive

on key strategic issues and operational performance, with an opportunity for governors to ask questions. In addition, the format of CoG meetings is such that governors can hear from the NEDs how they seek assurance

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and hold the Executive Directors to account for improving the performance of the Trust.

• information is regularly circulated by the Company Secretariat office to

keep governors up-to-date on key Trust issues and developments, with any questions and comments being responded to as appropriate.

During 2016/17, most of the Trust’s governors attended at least one of the Board meetings in public. The work of the Membership and Engagement Committee (see below) has been key to the governor’s other general duty of representing the interests of the members and the public. During the course of the year, governors have attended a range of membership recruitment and engagement events, and used other opportunities to meet with Trust members and members of the public to ascertain their views on the Trust. CoG SUB-COMMITTEES

Nominations Committee One of two formal sub-committees, and a statutory requirement, the CoG already have an established Nominations Committee, which is chaired by the Trust Chair and has four other governor members (the Lead Governor and one governor each from the categories of Local Authority, Staff and Public). The Nominations Committee has met formally on two occasions during 2016/17, and meeting attendance levels can be seen at Appendix A. A number of additional committee teleconferences have been held to discuss emerging items of business. During the year, and with delegated authority from the CoG, the Nominations Committee has performed a range of tasks including: • overseeing an extensive and competitive recruitment process for the

successful appointment of a new Chair • developing processes for the 2016/17 Chair and NED appraisals. Membership and Engagement Committee The CoG already have an established Membership and Engagement Committee, whose main role is to recommend strategies to the CoG for the recruitment of, and engagement with, Trust members. The Membership and Engagement Committee ended the year with five members, comprising three public governors, and two appointed partner governors.

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During the year, the Membership and Engagement Committee has: • agreed a Foundation Trust Membership Plan for 2016/17, and monitored

progress throughout the year • contributed to the development of the Trust’s annual Member Satisfaction

and Patient Care survey • overseen the arrangements for the Trust’s fifth Annual Members Meeting

in September 2016 • considered how governors can support the work of the SCA Charity. GOVERNOR SUPPORT, TRAINING AND DEVELOPMENT

Support, training and development The Trust has a formal duty to ensure that governors are equipped with the skills and knowledge they require to undertake their role, and during the course of the year the Trust has supported governors in this respect. In addition to the mechanisms outlined to support the general duties of governors, the Trust has: • provided a comprehensive and tailored induction programme for all new

governors; • provided access to relevant external training as provided by NHS

Improvement and NHS Providers (for instance, NED recruitment training for governors on the Nominations Committee);

• further extended its informal ‘buddying’ scheme between individual

governors and NEDs; • held a very well attended Finance training course for governors; • issued regular briefings and bulletins. CONCLUSIONS AND PRIORITIES FOR 2015/16

Conclusions The Council of Governors has overseen some major achievements during 2016/17 and helped contribute to the overall success of the Trust. Additionally, all of the relevant statutory duties have been effectively delivered. It is considered that the Council of Governors has a good working relationship with the Board of Directors, and directors regularly attend Council of

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Governors meetings to answer questions, participate in discussions, and help the governors deliver their statutory duties. In turn, the Trust has benefitted from the perspectives brought by a diverse group of governors, and this has been demonstrated in recent years by the governor’s input to the annual planning and CQC inspection processes. Priorities for 2017/18 The CoG has identified the following priorities for 2017/18: • with a continually growing membership that now stands at over 16,500

(public and staff), further developing arrangements for engaging with the Trust’s membership and ensuring that the interests of members are suitably represented and that their views are brought to the attention of the Trust

• given the challenges faced by the NHS, continuing the strong focus that

the governors have in terms of holding the Board to account, via the Non Executive Directors, for the performance of the Trust;

• overseeing the appointment processes for the recruitment of new Non

Executive Directors • contributing to the development of the Trust’s future strategic priorities and

forward plans • continuing to review the effectiveness of the Council of Governors to

ensure that the governors are appropriately supported to deliver their roles, that value is added where appropriate, and the functioning of the CoG is delivered in the most cost effective way.

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Appendix A: Attendance at meetings for all governors who served during 2016/17 (1) Governor Constituency Current term of office Formal CoG

meetings Membership and

Engagement Committee

Nominations Committee

(exc. teleconferences)

Paul Ader Public – Oxfordshire 1/3/2017 – 28/2/2020 N/A 1/1 N/A Andy Bartlett Public – Hampshire 1/3/2015 – 28/2/2018 2/3 N/A N/A James Birdseye Staff – 999 North 1/3/2015 – 28/2/2018 2/3 N/A N/A David Burbage Partner – LA 1/10/2014 – 30/9/2017 2/3 N/A N/A Paul Carnell Public – Hampshire 1/3/2015 – 28/2/2018 3/3 N/A N/A Sabrina Chetcuti Partner – CCG 1/7/2016 – 30/6/2019 2/3 N/A N/A David Chilvers Partner - CCG 1/7/2016 – 30/6/2019 1/3 N/A N/A Richard Coates Public – Hampshire 1/3/2017 – 28/2/2020 3/3 N/A N/A Mark Davis Public – Berkshire 1/3/2017 – 28/2/2020 N/A N/A N/A Jon Cotterell (2) Public – Hampshire 1/3/2014 – 28/2/2017 3/3 2/4 N/A Bob Duggan Public – Bucks/Lead 1/3/2015 – 28/2/2018 3/3 4/4 2/2 Frank Epstein Public – Berkshire 1/3/2017 – 28/2/2020 N/A N/A N/A Michele Foote Staff – Contact centres 1/3/2015 – 28/2/2018 3/3 N/A N/A Mike Fox-Davies Public – Oxfordshire 1/3/2017 – 28/2/2020 N/A N/A N/A Colin Godbold Public – Berkshire 1/3/2015 – 28/2/2018 3/3 N/A N/A Ian Hammond (3) Public – Berkshire 1/3/2014 – 28/2/2017 1/1 1/1 1/1 Keith House Partner – LA 1/3/2015 – 28/2/2018 3/3 N/A 2/2 Joyce Hutchinson Public – Oxfordshire 1/3/2017 – 28/2/2020 N/A N/A N/A Barry Lipscomb Public - Hampshire 1/3/2017 – 28/2/2020 3/3 3/4 N/A David Luckett MBE Public – Hampshire 1/3/2017 – 28/2/2020 N/A N/A N/A David Palmer Staff - 999 South 1/3/2015 – 28/2/2018 2/3 N/A 2/2 Tony Peirson (4) Public – Bucks 1/9/2015 – 28/2/2017 0/3 N/A N/A Ray Rowsell Public – Hampshire 1/3/2015 – 28/2/2018 3/3 N/A N/A Debbie Sengelow Staff – Corporate/support 1/3/2015 – 28/2/2018 3/3 N/A N/A Sue Thomas Partner – Charity 1/10/2014 – 30/9/2017 1/3 3/4 N/A Jan Warwick Partner – LA 1/3/2015 – 28/2/2018 1/3 1/4 N/A Emily Williams (5) Public - Oxfordshire 1/3/2015 – 28/2/2018 0/0 N/A N/A Tim Windsor-Shaw (6)

Public - Oxfordshire 1/3/2014 – 28/2/2017 1/3 3/4 N/A

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KEY (1) this is a full record of the governors who served during 2016/17. Those highlighted in bold were in post at the end of the 2016/17 year (i.e. on 31

March 2017) (2) did not seek re-election when term of office expired on 28 February 2017

(3) resigned in June 2016 (term of office was until 28 February 2017) (4) resigned in October 2016 (term of office was until 28 February 2017) (5) resigned in April 2016 (term of office was until 28 February 2018) (6) did not seek re-election when term of office expired on 28 February 2017