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MEETING OF THE COUNCIL OF GOVERNORS

Wednesday, 29th March 2017, 18:45 – 19:45 followed by supper in the Venue: Board & Seminar Rooms, Frimley Park Hospital, GU16 7UJ

A G E N D A

Time Agenda Item Paper / Oral / Presentation Lead

18:45 1. Welcome and Apologies for Absence

- Chairman

2. Governors’ Declarations of Interest

Oral Chairman

3. Minutes of the Previous Council of Governors’ Meeting held on Tuesday 1st November & the Extraordinary Council of Governors’ Meeting held on Tuesday 24thJanuary 2017

Attached Chairman

4. Action Log from Previous Meeting Attached Chairman Governance 18:50 5. Governors Choice of the Quality Indicator 2016/17

Annual Report

Presentation Alison Szewczyk-Deputy Director of Nursing & Quality

19:10

6. Membership of Governor Committees Attached Chairman

19:15 7. Proposed Constitutional Changes

Attached Company Secretary

19:20 8. Council of Governors Composition Attached

Chairman

19:30 9. 9.1 9.2 9.3 9.4

Reports from Governor Committees Non-Executive Performance & Remuneration Committee 10.1.1 NERC recommendation on fees for Chairman and NEDs Governance Working Group Community Engagement Group Arts Committee

Oral Oral Oral Oral Oral

Committee Chair Chairman Committee Chair Lead Governor

19:40 10. Questions from Members of the Public

-

- 11. Date of the Next Meeting: Tuesday, 30th May 2017 – The Copthorne Hotel, Slough,SL1 2YE

Supper

AGENDA

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COUNCIL OF GOVERNORS Tuesday, 1st November 2016 at 18:15 – 19:00

Venue: Lecture Theatre, PGMC, Wexham Park Hospital

MINUTES OF THE MEETING – DRAFT V3

Present: Pradip Patel (PP) Chairman Alex Saunders (AS) Staff: Heatherwood and Wexham Park Hospital Bill Shambrook (BS) Public: Hart and East Hampshire Bob Bown (BB) Public: Surrey Heath and Runnymede Bob Soin (BSo) Staff: Consultant, Heatherwood and Wexham Chris Waller (CW) Public: Rest of England Denis Gotel (DG) Public: Hart and East Hampshire Fiona Dent (FD) Public: Windsor and Maidenhead Graham Leaver (GL) Public: Slough Jan Burnett (JB) Public: Bracknell Forest and Wokingham Jill Walker (JW) Public: Hart and East Hampshire John Lindsay (JL) Public: Bracknell Forest and Wokingham John Wall (JWa) Stakeholder: Hampshire County Council Kevin Watts (KW) Public: Rushmoor Margaret Woodley (MWo) Public: Slough Mary Probert (MP) Public: Surrey Heath and Runnymede Michele White (MW) Public: Rushmoor Paul Henry (PH) Public: Chiltern, South Buckinghamshire and Wycombe Rachael Addicott (RA) Public: Bracknell Forest and Wokingham Richard Lloyd (RL) Public: Bracknell Forest and Wokingham Robert Miles (RM) Public: Slough Rod Broad (RB) Public: Windsor and Maidenhead Sarah Peacey (SP) Stakeholder: Bracknell Forest Borough Council Sharon O’Reilly (SOR) Public: Slough Sylvia Thompson (ST) Public: Guildford, Waverley and Woking Victoria Browne (VB) Public: Bracknell Forest and Wokingham

Other Attendees Present:

Alesha Williams-Roban (AWR) Committee Administrator Andrew Morris (AVM) Chief Executive Andrew Prince (AP) Non-Executive Director (Senior Independent Director) Dawn Kenson (DK) Non-Executive Director Kevin Jacob (KJ) Assistant Company Secretary (Minutes) Mike O’Donovan (MOD) Non-Executive Director Rob Pike (RP) Non-Executive Director Susanne Nelson-Wehrmeyer (SNW ) Company Secretary Thoreya Swage (TS) Non-Executive Director

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Tab 3 Minutes of the Previous Council of Governors' Meeting held on 1 November 2017 and the Extraordinary Council of Governors' Meeting on 24 January 2017

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Apologies for Absence: Chris Pitt Stakeholder: Surrey County Council David Hilton (DH) Stakeholder: Royal Borough of Windsor and Maidenhead Ian Wilder (IW) Public: Rushmoor Karen Saunders Public: Windsor and Maidenhead Michael Maher (MM) Public: Guildford, Waverly and Woking Natasa Pantelic Stakeholder: Observer – Slough Borough Council Peter Fraser Dunnett (PFD) Public: Surrey Heath and Runnymede Robin Maiden (RoM) Public: Windsor and Maidenhead Stuart Millar (SM) Stakeholder: Ministry of Defence Udesh Naidoo (UD) Staff: Frimley Park Hospital 1. a.

Welcome And Apologies For Absence The Chairman welcomed those present to the meeting of the Council of Governors. Apologies had been received from Stuart Millar, Peter Fraser-Dunnett, Ian Wilder, Natasa Pantelic, Robin Maiden, Michael Maher, David Hilton, Karen Saunders, Udesh Naidoo and Chris Pitt.

2. a.

Governors Declarations of Interest There were no declarations of interest.

3. a.

Minutes of the Previous Meeting The minutes of the meeting from the meeting held on Tuesday 27th September 2016 were recorded as an accurate record.

4. a.

Action Log from the Previous Meeting All previous actions had been completed.

5. a. b. c. d.

Governor Vacancy – Slough SNW introduced the report and advised that an e-governance decision was taken by the majority of governors on 21 October 2016, which required confirmation by the Council of Governors at a formal meeting of the governors. The net effect of this decision was that Tamoor Ali, previously a public governor for Slough, who had been unsuccessful at the recent election, was now eligible to take up Julia Long’s vacated seat in the Slough constituency by reason of having polled at least 10% of the first preference votes at the election. As he would replace Julia Long, his term of office would last until October 2017 as the seat would normally be up for election during the summer of 2017. Tamoor Ali was notified of the situation on Friday 28th October and indicated he would be happy to take up this position. The Council of Governors CONFIRMED the majority decision it took by e-governance on 21 October 2016 with the result that Tamoor Ali was appointed as one of the public governors for Slough with effect from 1 November 2016 until 31 October 2017.

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6. a. b.

Governor Vacancy – Staff SNW reported that Mel Martin, a staff governor for Frimley Park had resigned and the report laid out the options for undertaking a further election or maintaining the vacancy for a year. As a determination had been taken to hold a previous public governor vacancy, the recommended course of action was to hold the vacancy and combine this election with the others planned for 2017. The Council of Governors voted on the recommended action and AGREED to hold the staff governor position at Frimley vacant until the next round of elections in 2017.

7. a. b. c. d. e. f.

Update on Governor Elections SNW tabled the report from the Electoral Reform Society (ERS), the organisation which ran the elections in 2016, and presented a summary of the voting results, turnout and size of the electorate for each of the constituencies up for election. The results had been published on the website on Friday 28th October after all the candidates had been notified. The successful candidates for the various constituencies, who were elected for a 3 year term were: • Bracknell Forest and Wokingham; John Lindsay and Jan Burnett • Slough; Graham Leaver and Robert Miles • Windsor and Maidenhead; Robin Maiden and Rod Broad PH requested consideration of voter turnout as it was very low for Slough. DG also raised the same issue and wondered what the Trust could do to increase turnout in future. BS asked whether the Trust considered how many hits there had been on the website. PP suggested this was an appropriate issue for the Community Engagement Group (CEG) to consider. SW pointed out that all members receive ballot papers, and if they chose not to vote in any elections this did not necessarily correlate with a lack of engagement. SNW highlighted that advertisement of the elections had occurred via the quarterly Trust newsletter, which 12,500 member households received. VB pointed out that turnout for Bracknell Forest was actually higher than for local government elections. PH queried when the optimum numbers of 25,000 members had last been reviewed. SW confirmed this had last been agreed at a previous Council of Governors in 2016 when Nicola Wesson, the then Deputy Director for Communications, Engagement and Marketing had proposed moving the membership figure to 25,000. PP confirmed the issue would be passed to the CEG to consider and it could report back to the Council of Governors in due course. PH requested further involvement with this issue, although he was not a member of CEG. MW proposed that there would be times when issues were discussed by Council of Governors committees and it might be appropriate to go to the Chair directly or speak to a member of the committee if a governor had particular views that he/she wanted the committee to consider. There was a need to make this work collectively. PH suggested that previously at Wexham when committees met, any governor could attend if they had an interest but could not vote. JW suggested that it was always possible to email the chair of a relevant committee to table an issue. DG indicated the total membership numbers were likely to be as good as could be and assumed they were designed to meet regulatory requirements. SW indicated the Trust was constantly reviewing how it is represented in all the constituencies and had been used as a national exemplar in this area.

MM

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g. h.

The Company Secretary was requested to circulate the detailed breakdown of the results on the website. The Council of Governors NOTED the report.

SNW

8. a. b. c. d. e. f. g. h.

Recommendations from Governor Committees 8.1 Non-Executive Remuneration Committee – Extending Terms of Office of the Non-Executive Directors, (NEDS) BB advised that at the meeting of the Non-Executive Performance and Remuneration Committee, (NERC) on 4 Oct 2016 (chaired by Ian Wilder in the absence of the Lead Governor), the Committee considered a proposal by the Trust Chair to extend the terms of office of three NEDs, Mike O’Donovan, Mark Escolme and Rob Pike, in the first case by three years (to 31 Mar 2020 and, in the other two cases, by one year to 31 Mar 2018. The Chair confirmed that all three were willing to continue in office. The Chair’s proposal focused on the fact that: • Andrew Prince, the Senior Independent Director (SID) and longest serving NED, was stepping

down on 31 Mar 17 having remained in post, exceptionally, for a 10th year to provide continuity during the change of Trust Chair;

• Two NEDs, Dawn Kenson and Thoreya Swage, had only been in office for a year; • Action was in hand to recruit two new NEDs, one as a replacement for Andrew Prince and the

second as a replacement for David Clayton-Smith who had stepped down but had not been immediately replaced.

In the light of those factors there was a need to retain the services of the three experienced NEDs to provide continuity. Mike O’Donovan had previously served as Chair of the former Heatherwood and Wexham Park NHS Foundation Trust (HWP) and had become a Frimley Health NED in October 2014, following the acquisition of HWP by Frimley Park NHS Foundation Trust. He was therefore eligible to serve a further full three year term as a NED. His experience at HWP was of particular value and he also chaired the Quality Assurance Committee. Mark Escolme was currently Deputy Chair and his experience as chair of the Commercial Development and Investment Committee (CDIC) was particularly important with the number of significant capital projects now under way. Rob Pike had been chair of the Audit Committee and now chairs the Finance Assurance Committee and that experience was important, given the pressure on the Trust’s finances. The Chair confirmed that, in his view, all three NEDs continued to be effective in their roles on the Board and in their various committee responsibilities. On the basis of the Chair’s proposals and his comments, the Committee had felt able to support them and to recommend to the Council of Governors that they be accepted. It was noted that the draft minutes of the meeting, including this item, were on the Trust website in the Governors’ private area. The Council of Governors was invited to accept the recommendations that:

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i.

• Mike O’Donovan’s term of office be extended to 31 Mar 20; • Mark Escolme’s term of office be extend to 31 Mar 18; • Rob Pike’s term of office also be extended to 31 Mar 18. The Council of Governors AGREED the extension of the terms of office of: Mark Escolme – for 1 year until 31 March 2018 Rob Pike – for 1 year until 31 March 2018 Mike O’Donovan – for 3 years until 31 March 2020

9. 9.1 a. b. c. d. e. f.

Reports from the Governor Committees Non-Executive Performance and Remuneration Committee, (NERC) BB presented an oral report derived from notes by Ian Wilder, who had chaired the NERC in his absence. The main business of the meeting was the annual review of NEDs’ performance by the NERC on behalf of the Council of Governors. All the NEDs, apart from Mike O’Donovan, who was absent due to a family holiday, were present. This item, full details of which are contained in the draft Minutes of the meeting, was built around a series of questions which NERC members had agreed in advance. The questions themselves were based on a series of questions devised by Nicky Dodsworth, the previous Lead Governor and NERC Chair, although the number had been reduced. The questions themselves were used as a basis for detailed discussion between the NEDs and members of NERC focusing on the challenges facing the Trust over the last year and NEDs’ response to those challenges. On the basis of the discussion, the Committee had agreed that the NEDs continued to demonstrate their commitment to the Trust and exercise their responsibilities effectively both on the Board and in the Committees of which they were either chairs or are members of and that they were effective in their role as a member of the unitary board. PH added that like other Council of Governors they had struggled with how to undertake the statutory role of holding the NEDs to account and the meeting of the NERC resulted in arriving at a common understanding that this had been an issue for the governors. As a result of the task and finish groups there were now some actions in place to address the issues such as MOD presenting on the activities of the Quality Assurance Committee at the Board of Directors/Council of Governors Workshop and this had been a step towards reaching that common understanding. GL supported what BB and PH had said as an accurate reflection of what had happened at the meeting. DG asked for a NED view on the process. DK indicated it was the first time she had attended one of these meetings and she had found it was a very honest session and she had noted that the relationships between the governors and NEDs had become disconnected. She felt this was now working better as the session had been a big step towards making the NED roles more transparent to the governors. PH agreed. RP reported that he had undertaken the process 5-6 times and felt this had probably been the best in terms of open, honest and reasonably robust challenge. The meeting had been a good opportunity to clear the air as there had been some frustration. AP agreed with this assessment.

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g. h.

PP indicated MOD wasn’t at the meeting as he had been on holiday, but had offered to go on his own to the NERC and made this offer twice. He considered it was important that all governors were aware of this. The Council of Governors NOTED the report.

10. a.

Questions from Members of the Public There were no questions from members of the public as no members of the public were present.

11. a.

Date of the next Meeting Tuesday, 14th March 2017, Lecture Theatre, Wexham Park Hospital.

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EXTRAORDINARY MEETING OF THE COUNCIL OF GOVERNORS Tuesday, 24th January 2017, 19:30 – 20:00 Venue: Board Room, Frimley Park Hospital

MINUTES OF THE MEETING – DRAFT V1

Present:

Pradip Patel (PP) Chairman Bill Shambrook (BS) Public: Hart and East Hampshire Bob Bown (BB) Public: Surrey Heath and Runnymede Chris Waller (CW) Public: Rest of England David Hilton (DH) Stakeholder: Royal Borough of Windsor and Maidenhead Denis Gotel (DG) Public: Hart and East Hampshire Graham Leaver (GL) Public: Slough Ian Wilder (IW) Public: Rushmoor Jan Burnett (JB) Public: Bracknell Forest and Wokingham Jill Walker (JW) Public: Hart and East Hampshire John Lindsay (JL) Public: Bracknell Forest and Wokingham John Wall (JWa) Stakeholder: Hampshire County Council Kevin Watts (KW) Public: Rushmoor Margaret Woodley (MW) Public: Slough Mary Probert (MP) Public: Surrey Heath and Runnymede Michael Maher (MM) Public: Guildford, Waverly and Woking Paul Henry (PH) Public: Chiltern, South Buckinghamshire and Wycombe Peter Fraser- Dunnet (PFD) Public: Surrey Heath and Runnymede Richard Lloyd (RL) Public: Bracknell Forest and Wokingham Robert Miles (RM) Public: Slough Robin Maiden (RoM) Public: Windsor and Maidenhead Rod Broad (RB) Public: Windsor and Maidenhead Sarah Peacey (SP) Stakeholder: Bracknell Forest & Wokingham Sharon O’Reilly (SOR) Public: Slough Udesh Naidoo (UD) Staff: Frimley Park Hospital Victoria Browne (VB) Public: Bracknell Forest and Wokingham

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Other Attendees Present: Dawn Kenson (DK) Non-Executive Director Mike O’Donovan (MOD) Non-Executive Director Rob Pike (RP) Non-Executive Director Thoreya Swage (TS) Non-Executive Director Andrew Prince (AP) Non-Executive Director Nicola Ranger (NR) Director of Nursing & Quality Helen Coe (HC) Director of Operations Lisa Glynn (LG) Director of Operations Martin Sykes (MS) Director of Finance and Strategy Janet King (JK) Director of HR & Corporate Services Susanne Nelson-Wehrmeyer (SNW) Company Secretary (Minutes) Kevin Jacob (KJ) Assistant Company Secretary Apologies for Absence: Alex Saunders (AS) Staff: Heatherwood and Wexham Park Hospital Michele White (MW) Public: Rushmoor Stuart Millar (SM) Stakeholder: Ministry of Defence Bob Soin (BS) Staff Governor-Wexham Chris Pitt (CP) Stakeholder: Surrey County Council Andrew Morris (AVM) Chief Executive Mark Escolme (ME) Non-Executive Director Tim Ho

(TH) Medical Director

1. a.

Welcome And Apologies For Absence The Chairman welcomed those present to the meeting of the Council of Governors. Apologies had been received from Alex Saunders, Michele White, Stuart Millar, Bob Soin, Chris Pitt, Andrew Morris, Tim Ho and Mark Escolme. Governors not present included; Natasa Pantelic, Sylvia Thompson, Karen Saunders, Trevor Egleton.

2. a.

Governors Declarations of Interest There were no declarations of interest other than from DK who was named in one report.

3. a. b.

Appointment of the new Non-Executive Directors PP advised that the Board was seeking to appoint two new Non-executive Directors to fill an existing vacancy for David Clayton-Smith and a prospective vacancy-Andrew Prince which would arise from April 2017. After following an agreed process including a skills mix exercise, the Appointments panel had proposed two candidates for appointment and onward recommendation to the NERC. 84 applications had been received and five went on to final interview. BB, IW and PFD spoke to the process and recommended the appointments. There had been unanimous agreement on those recommended for appointment. The NERC meeting held earlier that day made a recommendation to the Council of

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c. d. e.

Governors in relation to the appointments. The successful candidates’ details had been included in the reports. Both had fully met the recruitment criteria and both were considered to complement the skills set of the board. SOR asked where the candidates lived. PP confirmed one came from Ascot and the other from Guildford. JK advised that those shortlisted came from Winkfield, Weybridge and Farnham. None had come from Slough or South Bucks. Location had not been a consideration. BS proposed the appointments and MM seconded the motion to approve the appointments. The Council of Governors APPROVED the appointments of Ray Long and John Weaver as Non-Executive Directors to Frimley Health to commence from 1 April 2017 for a term of three years.

4. a. b. c. d.

Appointment of the Senior Independent Director PP reported that the Senior Independent Director is a non-executive director appointed by the Board in accordance with paragraph 28 of the Constitution. As the current Senior Independent Director - Andrew Prince will retire from this role on 31st March 2017, it was necessary to appoint his replacement. Dawn Kenson a non-executive director has accepted the invitation to take up the role upon Andrew’s departure and following consultation with the Lead Governor was recommended to the Board for appointment to the role as the new Senior Independent Director from 1 April 2017. The Lead Governor is consulted before this appointment and the NERC was also consulted earlier in the day. Both supported the appointment. JB proposed and MW seconded the motion to support the appointment. The Council of Governors NOTED and SUPPORTED the Board’s decision at its meeting on 6 January 2017 to approve the appointment of Dawn Kenson to be the new Senior Independent Director for Frimley Health NHS Foundation Trust from 1 April 2017.

5. a. b. c.

Governor Vacancy – Windsor & Maidenhead PP reported that another vacancy had arisen on the CoG due to the relocation of Fiona Dent one of the public governors for Windsor and Maidenhead. The Company Secretary had set out in the report the various options open to the CoG to determine what to do with the vacancy. PP went on to explain that as part of the work undertaken by the Governance Working Group (GWG) he was currently reviewing the rationale and methodology for the size of the CoG and this would be considered by the GWG in March before eventually coming back to the Board and CoG for determination. This issue had also been raised at the earlier meeting of the BoDCoG. In anticipation of this work PP felt it would be preferable to hold the vacancy for the time being although the decision was entirely within the hands of the governors. Of the three options presented, the snap election would cost the Trust money, so he would not recommend this option. The second option required appointing the next in line for the last election. The results had been appended to the report which indicated that Tony Monk, a former governor could be appointed although that appointment would end on October 2017, so would be time limited. The third option was to hold the

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d. e. f. g. h. i.

vacancy and have the discussion at the GWG on the size of the CoG and then if the role remained it would be advertised in the summer. SOR proposed that Tony Monk ought to be offered the post but for three years rather than 8 months. PP advised this was not possible. If offered the post it would end at the end of October 2017. RB, PH and KW broadly agreed that Tony Monk should be offered the role until the end of October as this had been the course of action the last time a vacancy arose. PH considered that another category was required in the constitution to allow for governors moving just outside of their constituency areas so they could finish their terms. KW reconsidered his positioning on the issue, as if the CoG was going to be downsized, the wisest course maybe to hold the vacancy until a decision is made. He also agreed that borders should be reconsidered. PP reminded the CoG that the constitution was very clear and that FD has moved outside of her constituency. Any changes needed to be considered by the GWG. PP held a vote by show of hands on the three options available;

1. Call a single election for the post for the period until 31 Oct 2017. No one voted in favour of this option.

2. Appoint the next person in line being Tony Monk until Oct 20017. 10 governors voted in favour.

3. Hold the vacancy for the time being. 14 governors voted in favour of this option and being the majority, this decision was carried.

PP advised that further issues would be taken to the GWG. The Council of Governors AGREED to hold the vacancy created by Fiona Dent’s departure until the next relevant elections are held for the Windsor and Maidenhead constituency.

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COUNCIL OF GOVERNORS

ACTION LOG

Agreed Action

Lead End Date

ACTIONS COMPLETE 1 November 2016 7.g Update on Governor Elections Circulate the detailed breakdown of the election results published on the website.

Susanne Nelson-Wehrmeyer November 2016

ACTIONS IN PROGRESS 1 November 2016 7.d Update on Governor Elections Community Engagement Group (CEG) to consider membership numbers and report back to the CoG..

Michael Maher 28 March 2017

ACTIONS OVERDUE

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Tab 4 A

ction Log from the P

revious Meeting

12 of 32C

ouncil of Governors-29/03/17

Report Title

Membership of the Committees of the Council of Governors

Meeting

Council of Governors

Meeting Date

29 March 2017

Agenda Number

6.0

Report Type

For decision

Prepared By

Susanne Nelson-Wehrmeyer, Company Secretary

Presented By

Chairman

Executive Summary

The proposed appointments to the CoG Committees and Working Groups are detailed on the attached schedule to come into effect 1 April 2017. Memberships of Committees and Working Groups are reviewed annually following the AMM. Names highlighted in BLUE are new members of the Committee. Yellow highlights show vacancies. The allocation of Governors was undertaken on the basis of the preferences received and the basic methodology set out below. The methodology was considered and agreed at the Council of Governors meeting in December 2015. • the maximum number of Committees that any Governor can be a member of

should be limited to two* • a balance between existing and new Governors to ensure continuity • reasonable balance in terms of representation across the locality

In addition to this methodology attendance information has also been taken into account where appropriate.

It is highlighted that it has not been possible to fill the staff governor vacancies on the Arts Committee and Patient Experience and Involvement Group. Changes to representation from Executive and Non-Executive Directors are also shown in blue as agreed by the Board. * It is proposed that an exception be made to the two membership cap in respect of Graham Leaver’s appointment to the Arts Committee as it has not been possible to fill the staff Governor vacancy on this Committee.

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Tab 6 Membership of Governor Committees


Clinical Governance Committee Bob Bown and Sylvia Thompson have indicated that they are happy to continue to sit as governor representatives on Clinical Governance Committee.

Recommendation

Governors are asked to note and approve the final composition of each sub-committee for 2017/18.

Appendices

• Arts Committee

o Appendix A1 Proposed Membership • Community Engagement Group

• Appendix B2: Proposed Membership • Governance Working Group

• Appendix C1: Proposed Membership • Non-Executive Performance and Remuneration Committee

• Appendix D1: Proposed Membership • Patient Experience and Involvement Group

• Appendix E1: Proposed Membership

• Overview of Proposed Governor Memberships

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Appendix A1

ARTS COMMITTEE

Purpose of Group 1) Promote the health and well-being of staff and patients through the display and use of works of art and

artistic activity 2) Be responsible for the care of works of art (broadly defined) in the hospital and to report to the Council

of Governors and the Trust Board. 3) To acquire new works of art and performances in accordance with the principles of the Collections

Policy. 4) To advise on aesthetic matters relating to the hospital building, refurbishment and decoration. 5) To maintain a catalogue of works of art. 6) To monitor the condition of works of art owned by or on loan to the Trust. 7) Manage the Arts budget and account for expenditure to the Trust Board. 8) Be responsible for applying for grants/funds to support Art. 9) To encourage patients, relatives and staff to engage in and contribute to Art in our hospital. Membership Name Position at Trust Membership Phelim Brady Honouree Staff Member Chair Bob Bown Public Governor: Surrey Heath and Runnymede (Lead Governor) Member Graham Leaver Public Governor Slough Member Margaret Woodley Public Governor Slough Member Vacancy Staff Governor Member Nick Reynolds Treasury and Capital Manager Member Graham Biggar Deputy Director Estates and Facilities Member Eleanor Wright Medical Photographer Member Sarah Waldron Membership and Engagement Officer In attendance

Quorum To be quorate at least four members of the seven permanent members must be in attendance including at least one governor. Date of Future Meetings Thursday 11th May 10.30 – 12.30 conference room in PGEC at Frimley Park

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COMMUNITY ENGAGEMENT GROUP Purpose of Group: The purpose of the Community Engagement Group is, on behalf of and alongside the Council of Governors, to maximise the use of the Trust’s Foundation Trust Membership and the wider public to elicit and gain support for the Trust and its services within the community. Membership: Name Position at Trust Membership Michael Maher Public Governor: Guildford, Waverley and Woking Chair Jan Burnett Public Governor: Bracknell Forest and Wokingham Member Victoria Browne Public Governor: Bracknell Forest and Wokingham Member Chris Waller Public Governor: Rest of England Member Tamoor Ali Public Governor: Slough Member Margaret Woodley Public Governor: Slough Member Janet King Director of Human Resources and Corporate Services Member James Taylor Head of Communications Member Mary Dewdney Senior Communications Manager In Attendance Andrew House Head of Fundraising Member Sarah Waldron Membership and Engagement Manager Member John Wall Stakeholder Governor: Hampshire County Council Member Chris Pitt Stakeholder Governor: Surrey County Council Member Anna Elliott PA to Director of Human Resources and Corporate Services In Attendance Quorum: In order for the Community Engagement Group meetings to be quorate, four Governor members must be present, of which one will be the Chair or Vice Chair. Date of Future Meetings: Tuesday, 28th March 2017 13:30 – 15:00 Frimley Park Tuesday, 18th July 2017 12:00 – 14:00 Frimley Park Tuesday, 7th November 2017 14:00 – 16:00 Frimley Park

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Appendix B1

GOVERNANCE WORKING GROUP Purpose of Group: The purpose of the Governance Working Group is to receive and comment on proposals made by the Trust in light of current and proposed governance guidelines and to review and approve changes to the Trust’s Constitution, prior to submission to the Council of Governors for approval. Membership: Name Position at Trust Membership Pradip Patel Chairman of Frimley Health NHS FT Chair Jan Burnett Public Governor: Bracknell Forest and Wokingham Member Richard Lloyd Public Governor: Bracknell Forest and Wokingham Member Paul Henry Public Governor: Chiltern, South Bucks and Wycombe Member Sylvia Thompson Public Governor: Guildford, Waverley and Woking Member Michael Maher Public Governor: Guildford, Waverley and Woking Member Denis Gotel Public Governor: Hart & East Hampshire Member Graham Leaver Public Governor: Slough Member Bob Soin Staff Governor: Heatherwood & Wexham Park Member Sarah Peacy Stakeholder Governor: Bracknell and Wokingham Member Andrew Morris Chief Executive Member Martin Sykes Director of Finance and Strategy Member Janet King Director of Human Resources and Corporate Services Member Rob Pike Non-Executive Director Member Susanne Nelson-Wehrmeyer

Company Secretary In Attendance

Quorum: In order for the Governance Working Group meetings to be quorate, six members must be present, including:

• the Chairman of the Trust; • an Executive Director; • a Non-Executive Director; • three Governors, of whom at least two are Public Governors.

Dates of Future Meeting: Tuesday 7th March 2017 12:00 – 14:00 Seminar Room, Frimley Park

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Appendix C1

NON-EXECUTIVE PERFORMANCE AND REMUNERATION COMMITTEE Purpose of Group: The primary purpose of the Non-Executive Performance and Remuneration Committee is to:

• Satisfy itself that proper procedures are in place for the recruitment of Non-Executive Directors. • Participate in the recruitment of Non-Executive Directors with the Board of Directors’ Nominations

Committee. • Recommend to the Council of Governors the appointment of the Chairman and Non-Executive Directors. • Recommend to the Council of Governors the terms of appointment and appropriate remuneration of the

Chairman and Non-Executive Directors. • Receive reports on the Chairman and Non-Executive Directors in collective performance as part of the

Board of Directors. The Committee will act in accordance with Monitor’s Code of Governance and current best practice.

Membership: Name Position at Trust Membership Bob Bown Public Governor: Surrey Heath and Runnymede (Lead Governor) Chair Richard Lloyd Public Governor: Bracknell Forest and Wokingham Member John Lindsay Public Governor: Bracknell Forest and Wokingham Member Paul Henry Public Governor: Chiltern, South Bucks and Wycombe Member Ian Wilder Public Governor: Rushmoor Member Michele White Public Governor: Rushmoor Member Graham Leaver Public Governor: Slough Member Peter Fraser-Dunnet Public Governor: Surrey Heath & Runnymede Member Mary Probert Public Governor: Surrey Heath & Runnymede Member Rod Broad Public Governor: Windsor and Maidenhead Member John Wall Stakeholder Governor: Hampshire County Council Member Udesh Naidoo Staff Governor: Frimley Park Member Pradip Patel Chairman of Frimley Health NHS FT Member Andrew Morris Chief Executive Member Janet King Director of Human Resources and Corporate Services Member Susanne Nelson-Wehrmeyer

Company Secretary In attendance

Quorum: In order for the Non-Executive Performance and Remuneration Committee meetings to be quorate, four members must be present (in person or telephone) including at least three Public Governors, of which one will be the Lead Governor. Dates of Future Meeting: Thursday, 23rd March 2017 14:00-16:00 Board Room, Frimley Park Tuesday, 11th July 2017 15:00 – 17:00 Seminar Room, Frimley Park Tuesday, 3rd October 2017 15:00 – 17:00 Seminar Room, Frimley Park

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Appendix D1

PATIENT EXPERIENCE AND INVOLVEMENT GROUP Purpose of Group: The purpose of the Patient Experience and Involvement Group is, on behalf of the Council of Governors, to ensure that the views of the patient, family/guardian(s), carers and staff are sought and acted on to improve the quality of care provided by the Trust, both for inpatients and outpatients, and enhance patient experience. Membership: Name Position at Trust Membership Mary Probert Public Governor: Surrey Heath and Runnymede Chair Victoria Browne Public Governor: Bracknell Forest and Wokingham Member Denis Gotel Public Governor: Hart & East Hampshire Member Jill Walker Public Governor: Hart and East Hampshire Member Chris Waller Public Governor: Rest of England Member Kevin Watts Public Governor: Rushmoor Member Sharon O’Reilly Public Governor: Slough Member Tamoor Ali Public Governor: Slough Member Rod Broad Public Governor: Windsor and Maidenhead Member John Lindsay Public Governor: Bracknell Forest and Wokingham Member Robin Maiden Public Governor: Windsor and Maidenhead Member Ian Wilder Public Governor: Rushmoor Member Sarah Peacey Stakeholder Governor: Stakeholder: Jointly appointed by Bracknell

Forest Council and Wokingham Borough Council Member

Stuart Millar Stakeholder Governor: Ministry of Defence Member Vacancy Staff Governor Member Alex Saunders Staff Governor: Heatherwood and Wexham Park Hospital Member Barbara Smithin Co-opted Member of the PEIG Co-opted Mike O’Donovan Non-Executive Director Member Nicola Ranger Director of Nursing and Quality Member Sally Brittain Deputy Director of Nursing (Heatherwood and Wexham Park) Member Claire Marshall Head of Patient Experience Member Beth Bal Head of Quality (Frimley Park) Member Quorum: In order for the Patient Experience and Involvement Group meetings to be quorate, five Governor members must be present. Dates of Future Meeting: April – TBC Wednesday, 17th May 2017 15:00 – 17:00 Heatherwood Hospital Tuesday 12th September 2017 15:00 – 17:00 Heatherwood Hospital Tuesday 12th December 2017 15:00 – 17:00 Heatherwood Hospital

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Appendix OVERVIEW OF PROPOSED GOVERNOR COMMITTEE MEMBERSHIP

Name Arts Committee

(Chaired by Co-opted Governor)

Community Engagement

Group

Governance Working Group

(Chaired by the Chairman)

Non-Executive Performance & Remuneration

Committee

Patient Experience & Involvement

Group

Total Number of Governor Committee

Memberships Tamoor Ali Member Member 2

Bob Bown Member Member (Chair) 2

Rod Broad New Member Member 2

Victoria Browne Member Member 2

Jan Burnett Member Member 2

Trevor Egleton -

Peter Fraser-Dunnet Member New Member 2

Denis Gotel Member Member 2

Paul Henry Member Member 2

David Hilton -

Graham Leaver New Member Member Member 3

John Lindsay New Member New Member 2

Richard Lloyd Member Member 2

Michael Maher Member (Chair) Member 2

Robin Maiden New Member 1

Robert Miles -

Stuart Millar New Member 1

Udesh Naidoo Member 1

Sharon O’Reilly Member 1

Sarah Peacey Member Member 2

Chris Pitt Member 1

Mary Probert Member Member (Chair) 2

Alex Saunders Member 1

Karen Saunders -

Bill Shambrook -

Bob Soin Member 1

Sylvia Thompson Member 1

Jill Walker Member 1

John Wall Member Member 2

Chris Waller Member Member 2

Kevin Watts Member 1

Michele White Member 1

Ian Wilder Member New Member 2

Margaret Woodley New Member Member 2

TOTAL: 3 Governor Members (2 new Members)

8 Governor Members

9 Governor Members

13 Governor Members (3 New Members)

14 Governor Members (4 New Members)

45 Governor Members

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Report Title

Amendments to the Frimley Health NHS FT Constitution

Meeting


Meeting Date

Wednesday 29th March 2017

Agenda No.

8.

Report Type

Approval

Prepared By

Susanne Nelson-Wehrmeyer, Company Secretary

Executive Lead

Janet King, Director of HR& Corporate Services

Executive Summary

The attached paper details a number of proposed amendments to the Constitution, the need for which has emerged since 12st May 2015. The proposed amendments relate to:-

• E-Approvals for the Board • Removal of the transitional arrangements covering phases 1 and 2 for

governor elections • Addition to the scheme of delegation to include the Finance Assurance

Committee • Changes to the procedure in the election of the lead governor • Adoption of a code of practice for canvassing during elections for governors • Provision to control the use of mechanical or electrical equipment for

recording or transmission of meetings • Clarification of the attendance requirements for governors

The proposed amendments were discussed and endorsed at the Governance Working Group meeting on 7th March and will be taken to the 7th April Board of Directors meeting.

Background

The Trust’s Constitution was last amended on 12th May 2015.

Since then, the need for a number of amendments has emerged, resulting in detailed proposals being discussed and agreed at the Governance Working Group on 7th March 2017. Membership of the Governance Working Group is attached at Appendix A.

Subsequent to this, the proposed amendments will have been discussed with

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Tab 7 Proposed Constitutional Changes


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Governors at a Board of Directors / Council of Governors Workshop on Wednesday, 29th March 2017. This GWG report recommending these changes has also been reviewed at the Board of Directors Meeting private meeting on Friday 3rd March 2017. If the CoG approves these amendments the Board will consider the changes and formally approve them at its next public meeting on 7th April. Following formal approval by the Council of Governors and Board, the Constitution will be updated and submitted to NHSI.

Issues / Actions

As set out in the attached report.

Recommendation

The Council of Governors is asked to consider and agree the detailed changes to the Constitution prior to submission to the Board for approval. The agreed constitutional changes will then be reported to NHSI.

Appendices

Changes to the Constitution

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Changes to the Constitution

Proposed Amendments

Approval for seven amendments is now sought from the Council of Governors as follows:-

1. E-Approvals for the Board

The Constitution currently contains no provision for a vote via email on Board business. Approval is sought for the following proposed wording:-

4.2.1 Where agreed by any of the office holders described at paragraph 4.2 above decisions may also be made by way of 'E-Governance'. In such cases the document or issue in need of review should be sent via e-mail and the Board of Directors should have a specified number of days to register their approval via e-mail to the Secretary. The document should not require extensive discussion, although the Board of Directors may choose to ask specific questions to the document author. The email will need to clearly specify the approval that is sought. A document or issue will be considered approved when the majority of the Board of Directors has approved it. As in a Board meeting, the Chairman shall have the casting vote in the event of an evenly split vote. Notice of all decisions taken by e-governance will be reported to the following formal Board or Committee meeting.

2. Removal of the transitional arrangements covering phases 1 and 2 for governor elections

The constitutional arrangements in relation to the transitional period were last substantively reviewed prior to the acquisition. This normalised the current arrangements until 1 November 2015, which was when the Council of Governor numbers were settled at 37. A substantial part of the current constitution is devoted to this period, which is no longer relevant. The proposal would be to remove these references in the constitution to ensure it is current and more manageable for the future. This proposal would require substantial drafting changes to be made to the existing document, however at this stage a decision in principle is required for a recommendation to the CoG and Board of Directors. The extent to which the constitution will need to change is dependent on any further decision the CoG may make on its total size. Approval is sought to remove the transitional arrangements covering phases 1 and 2 for governor elections from the constitution.

3. Addition to the scheme of delegation to include the Finance Assurance Committee

Appendix 2- the Scheme of Decision/Duties Delegated by the Board of Directors requires the addition of the Finance Assurance Committee which was set up in September 2016. This will require the following additional wording; The Finance Assurance Committee will; 1. Provide an objective view of the financial performance, and financial strategy of the Trust, together

with an understanding of the risks and assumptions within the Trust’s financial plans and projections.

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2. Review the arrangements for procurement, productivity and efficiency within the Trust, including plans to deliver savings and transformation.

3. Provide assurance to the Board about the integrity and deliverability of the Trust’s financial and efficiency plans.

4. Changes to the procedure in the election of the lead governor The Governance Working Group agreed that the process for the election of the lead governor should incorporate some revised wording after paragraph 2.5 of Annex 7 to clarify the election procedure. Approval is sought for the following proposed wording;- 2.6 That a Governor seeking election as Lead Governor be required to submit a written statement to the Company Secretary in support of their candidature by a specified deadline. The statement must not be in excess of 300 words. Statements will be circulated to all Governors by the Company Secretary by email following the expiry of the deadline for submission. Governors shall be provided with a deadline to register an electronic vote by email. The Company Secretary shall act as the Returning Officer in respect of the election.

5. Adoption of a code of practice for canvassing during elections for governors A Guidance document was approved by the Governance Working Group and attached as Appendix B to this report. Approval is sought to adopt the Canvassing Code of Practice and incorporate the requirements by referencing the document in part 10 of the the model election rules. Approval is sought to add;- 66. Code of Practice for Canvassing 66.1 Candidates standing for election must agree to be bound by the Canvassing -Code of Practice at Annex 5A.

6. Provision to control the use of mechanical or electrical equipment for recording or transmission of meetings

It is recommended express provision is made in the constitution particularly to control covert recordings by mobile devices as there is no clause nor protocol in the Constitution governing the use of electronic devices to record Board or CoG meetings.

Approval is sought for the following agreed wording to be added to the Standing Orders at Annex 9;

Use of Mechanical or Electrical Equipment for Recording or Transmission of Meetings Nothing in these Standing Orders shall be construed as permitting the introduction by the public, or press representatives, of recording, transmitting, video or similar apparatus into meetings of the Board or Committee thereof. Such permission shall be granted only upon resolution of the Board of Directors.

7. Clarification of the attendance requirements for governors

The Governance Working Group agreed a proposed amendment in relation to Annex 6 paragraph 3 of the Constitution which provides for the removal of a governor from the CoG.

Approval is sought to add some additional wording to paragraphs (d) and (e), which would read;

(d) he fails to attend 2 consecutive formal meetings of the Council of Governors in any financial year; or

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(e) he fails to attend 2 consecutive workshop meetings of the Council of Governors in any financial year. 3.2 With respect to paragraphs (d) and (e) above, his tenure of office is to be terminated immediately unless the other governors are satisfied that: 3.2.1 the absence was due to a reasonable cause; and 3.2.2 he will be able to start attending meetings of the Council of Governors again within such a period as they consider reasonable.

Recommendation

The Council of Governors are asked to approve these seven amendments prior to submission to the Board and to NHSI.

Susanne Nelson-Wehrmeyer Company Secretary March 2017

Appendix A Membership of the Governance Working Group

This comprises;-

The Chairman of the Trust

Chief Executive

Direct or Finance

Director of HR & Corporate Services

1 x Non-Executive Director

6 x Public Governors

1x Stakeholder Governor

1x Staff Governor

Company Secretary

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Report Title

Council of Governor Composition

Meeting


Meeting Date

Wednesday 29th March 2017

Agenda No.

8.

Report Type

For approval

Prepared By

Pradip Patel, Chairman and Susanne Nelson-Wehrmeyer, Company Secretary

Executive Lead

Pradip Patel, Chairman

Executive Summary

Monitor states that the Council of Governors (CoG) should be of a sufficient size to discharge its duties effectively and efficiently. It should not be so large as to be unwieldy. It is two and half years since the formation of Frimley Health (FH). At the time of the transaction, there were discussions about the long term suitable size of the CoG. We have progressively changed the shape of the CoG and it is clear that the CoG is still too large to allow for full participation of elected and stakeholder governors. At the January 2017 CoG meeting, we agreed to review the composition of the CoG, to ensure that it is fit for purpose and adds real value to the Trust. Following unanimous support from the board and the Governance Working Group (GWG), this paper proposes that we should reduce the number of governors to enable the CoG to be more effective in carrying out its role. The case for the reduction in the size of the CoG is laid out in Appendix 1.

Background

Currently Frimley Health Foundation Trust (FHFT) has the following number of governors:

Public Staff Stakeholder Total 27 4 6 37

There are a number of factors coming together which are going to create a very challenging and demanding period for FHFT. These factors include:

• increased number of patients with greater acuity coming to FHFT, • tighter financial envelope driven by capped contracts, • uncertainty created by Brexit impacting especially on both current and any

future EU staff, • higher costs and inflation driven by lower sterling, • the need to deliver Year 1 of the STP plan, • the major development programmes such as the new ED at Wexham Park, the

new Heatherwood hospital and major IT changes such as EDMS and e-

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Tab 8 Proposed Changes to the size of the Council of Governors


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prescribing, to name just a few. People become governors because they care passionately about their local hospital services and want to play an active role to help and support their hospital. They willingly give up their time for free and want to use their knowledge, skills and experience to contribute to their hospital. Due to the current large number of these governors attending the meetings (we can have up to 54 people in the room at a BoD/CoG Meeting), with the significant number of issues on the agenda to be discussed, within the time allocated for the meeting, it is often not possible for all the governors to contribute to the meeting as fully as they would like. Also not all the governors can be on one of the governor committees, leading to some of them feeling that they are not really contributing to the Trust. This combination can often lead to disappointment, frustration, lack of engagement and a sub optimal outcome for everyone. A suitably sized CoG would allow greater engagement with each governor and allow them the opportunity to more fully contribute to all the forums in which they participate. And most importantly it also makes the CoG better able to perform its function and support the Trust because each governor is able to be more involved and therefore more informed through greater participation.

Proposal

The board have discussed this fully and agreed that this is the right time for us to move to a better sized CoG for FHFT. As a result a paper was taken to the Governance Working Group (GWG) on 7th March for discussion. Following unanimous support from the board and the Governance Working Group (GWG), this paper proposes that we should reduce the number of governors to enable the CoG to be more effective and enable full governor participation. Taking the experience of other Trusts, data is shown in Appendix 2, and following careful consideration, mindful that we want to get this right for the future, it is proposed that the future FHFT CoG consists:

Public Staff Stakeholder Total 15* 3 4 22

* This may increase in the future, depending on population growth in certain constituencies. The paper below, sets out

• the rationale for the reduction • comparable data from a range of Trusts both local and further afield • the recommended makeup of the CoG going forward. • The proposal that we make the changes at the next election cycle (October

2017), to minimize the need to stagger vacancies and election terms over a number of years to get the total numbers right.

If one of the publically elected governors represents the Rest of England constituency, which is required to allow us to appoint NEDs from outside our area, then the number of governors per area is shown in Appendix 4. The numbers have been rounded up to the nearest integer, when it is > 0.5. The public constituencies reflect the GP practices within STP boundaries who refer patients to our hospitals. In a number of areas, there are choices where patients may be sent by GPs and this affects the number of public governors being proposed. For example:

• Guildford, Waverley & Woking (with 1 seat) can refer to Frimley or Royal Surrey/ Ashford St Peters,

• Slough benefited from using the previous methodology of attendance at

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hospitals and now we are moving to number of people registered with GPs, Slough is in line with other areas.

• Rushmoor have been allocated 2 seats as the entire population of Rushmoor is served by Frimley Park.

Given the intention to reduce the overall number of governors and to keep the balance right between different types of governors, the proposal is to reduce the number of stakeholder governors from 6 to 4. We already have active participation from some of the stakeholder governors, whilst some others only attend on occasions. Following discussions with the CEO and HR Director, it is further proposed that we reduce the number of staff governors from 4 to 3 - one for Frimley Park, one for Wexham Park and one for Heatherwood and the other community hospitals that we operate from. It is important to remember that day to day staff issues are taken care of by a number of mechanisms including line managers, Staff Councils, HR, and Unions. In terms of implementation of the changes – subject to the approval of the CoG, the plan is to lapse the seats that are coming up for election in October 2017 in much the same way as we did with the former Frimley Park Governors. Any seats that are vacant will also lapse if this helps towards the final number for that class of governor. The seats affected are shown in Appendix 5. It is worth emphasising that if we lapse seats in October, those governors affected, can stand for re-election when a seat next becomes available in their location. The situation will be reviewed regularly to ensure that any changes in constituency population are fairly reflected in the number of governors for that area.

Recommendation

The board and the GWG recommend that you vote in favour of these changes as it will lead to a more effective CoG and better ways of working with the board and the Trust as a whole. The Council of Governors is recommended to approve that the FHFT Council of Governors be reduced to; 1. 15 public governors in accordance with appendix 4; 2. 3 staff governors to represent each of the various sites; Frimley Park, Wexham Park and one from Heatherwood and the community hospitals 3. 4 stakeholder governors, one of which will represent the MoD. The other three to be allocated between Surrey, Hampshire and Berkshire. And approve; 4. that these changes be made effective from the 1st of November 2017; 5. any consequential changes to the constitution to give effect to the above.

Appendices 1. The case for change 2. A comparison of governor composition from selected trusts 3. GP registrations and patient activity levels for 2015/16 by constituency 4. Proposal for future make up of CoG based on number of patients registered

with GPs by constituency 5. Timetable for when each publically elected governor seat is up for election 6. Monitor guidance on NHS Foundation Trusts Constitution – relevant section

that applies to this proposal

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Appendix 1 - The case for change Given there is no formal guidance from Monitor on the number of governors we should have, so that we can learn from others, we have looked at what other trusts do and this is shown in the table in Appendix 2. This shows that Frimley Health has a greater number of public governors in relation to its local population. If you take into account that the actual population that FHFT serves based on our STP catchment is ~ 800,000, then FHFT is more of an outlier compared to other FTs. It is worth noting that FHFT has the second highest percentage of public governors and the second highest number of public members. Historically we have used attendance figures at the hospitals, from each area, to help us determine the number of governors for that area. This may not be the best methodology as the attendances can be driven by a number of local factors leading to some areas being over and some being under represented. Appendix 3 shows the total attendance figures to FH from each area in 2015/16. The final column shows the ratio of visits per registered resident and this illustrates the point. The health and social care systems will need to change significantly going forward, if they are to meet the care needs of the local residents. The STP reflects this and it will require us to work in very different ways along with the public, partners and stakeholder organisations to provide services closer to where the patients live rather than in a hospital. Accordingly, this is the right time to revisit the methodology and change to using the number of patients registered with GP practices that Frimley Health primarily serves, to determine the number of publically elected governors. The Pros and Cons from both the CoG’s and Board’s perspectives to inform the discussion were: From the CoG's point of view Pros. 1. Greater opportunity to form a cohesive, unified group and develop a meaningful relationship with the board. 2. Greater opportunity for individuals to make a contribution in all the forums they are involved in. 3. Potential for more focused training opportunities as any training budget will go further with fewer governors. 4. Smaller group allows for more time to explore subjects and issues in depth and also lead to quicker decision making 5. Smaller group would have more status due to their greater impact. Cons. 1. More difficult to pass on tacit knowledge, especially where there is only one governor in a constituency area 2. Some governors may perceive that the reduction in size is a dilution in the status of the CoG. From the Board's perspective: Pros 1. Easier to establish and maintain relationships with a smaller number of individuals. 2. More meaningful engagement at all governor forums, leading to a greater ability for more governors to contribute to the Trust. 3. Reduced administration and cost, but this is not the driving reason. 4. Smaller groups tend to be more cohesive and more effective allowing them to make a bigger contribution to the Trust. Cons 1. There will be fewer governors so there is the potential for them to be less representative of the membership 2. Perception of dilution of the status of the CoG. 3. Potential for less collective knowledge, skills and experiences in the CoG

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Appendix 2 - A comparison of governor composition from selected trusts Trust Name Number of

Public Governors

Total number of Governors (incl. Appointed)

Public Membership size

Local Population size

Frimley Health FT 27 37 15,379 1,034,338

Ashford & St Peter’s FT 15 25 7,313 1,277,935

Hampshire Hospitals FT 15 26 9,611 830,521 Oxford University Hospitals FT 15 29 8,492 5,001,561

King's College Hospital FT 13 34 8,070 1,265,615 Airedale FT 19 31 11,412 295,560

Guy's and St Thomas' FT 8 30 5,586 1,494,378

The Hillingdon Hospitals FT 13 24 6,852 492,603

Royal Devon and Exeter FT 19 26 11,146 3,437,836

Oxford Health FT 12 37 2,419 1,210,302

Poole Hospital FT 14 23 6,486 531,716

South Warwickshire FT 16 30 6,117 1,275,877

Lancashire Teaching Hospitals FT 18 30 12,643 2,327,586

Northumbria Healthcare FT 36 71 56,063 522,308 Data from Membership Engagement Services, the largest data base provider for membership for the NHS Royal Surrey County Hospital has 25 governors, with 5 staff governors, 4 “patient” governors and 3 stakeholder governors. They currently have 8 vacancies in their CoG. This information is from their web site.

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Appendix 3 GP registrations and patient activity levels for 2015/16, by constituency

Area Current No

of Govns

No of patients

registered with GPs % of total

Total no of visits to FH

from residents

% of visits of total

visits

Ratio of visits per

resident to FH

Guilford, Waverley & Woking 2 95,930 10 86,213 6.2 0.9 Hart & N.E. Hants 3 133,037 14 158,205 11.3 1.2 Surrey Heath & Runneymede 3 107,440 11 169,299 12.1 1.6 Rushmoor 3 94,909 10 185,536 13.2 2.0 South Bucks 2 83,696 9 121,472 8.7 1.5 Windsor, Ascot and Maidenhead 4 153,741 16 224,386 16.0 1.5 Bracknell Forest & Wokingham 4 140,250 15 170,933 12.2 1.2 Slough 5 153,580 16 285,280 20.4 1.9 Rest of England 1 Total 27 962,583 1,401,324 Appendix 4 - Proposal for future make up of CoG based on number of patients registered with GPs by constituency

Governor Numbers

Area Current No

of Govns

No of patients

registered with GPs % of total

No Govns based on GP registrations Difference

Guilford, Waverley & Woking 2 95,930 10 1 (1) Hart & N.E. Hants 3 133,037 14 2 (1) Surrey Heath & Runneymede 3 107,440 11 2 (1) Rushmoor 3 94,909 10 2 (1) South Bucks 2 83,696 9 1 (1) Windsor, Ascot and Maidenhead 4 153,741 16 2 (2) Bracknell Forest & Wokingham 4 140,250 15 2 (2) Slough 5 153,580 16 2 (3) Rest of England 1 1 - Total 27 962,583 15 (12)

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Appendix 5 - Timetable for when each publically elected governor seat is up for election AREA Seat comes up in

October 2017 Seat comes up in October 2018

Seat comes up in October 2019

Guilford, Waverley And Woking

Sylvia Thompson This seat would lapse

Michael Maher

Hart & East Hants Bill Shambrook This seat would lapse

Denis Gotel Jill Walker

Surrey Heath & Runnymede

Peter Fraser-Dunnet) This seat would lapse

Mary Probert Bob Bown

Rushmoor Ian Wilder This seat would lapse

Kevin Watts Michele White

Chiltern and South Bucks

One vacant seat Paul Henry One seat lapses and one election

Windsor & Maidenhead

One vacant seat Karen Saunders These seats would lapse

Rod Broad Robin Maiden

Bracknell Forest and Wokingham

Richard Lloyd and Victoria Browne These seats would lapse

John Lindsey Jan Burnett

Slough- Margaret Woodley, Tamoor Ali (Julia Long’s former seat) and Sharon O’Reilly. These seats would lapse

Graham Leaver Rob Miles

Rest of England- Chris Waller One election

Appendix 6 – Monitor guidance on NHS foundation trust constitutions Every NHS foundation trust has its own constitution which defines how the trust’s governance operates. Governors should refer to this to understand the particular arrangements of their trust, including its structures and procedures, to enable them to fulfil their statutory duties. Changes to the trust’s constitution can take effect only if the amendments are approved by both: i) more than half of the members of the board of directors of the trust voting; and ii) more than half of the members of the council of governors of the trust voting. Any proposed amendments must also meet the requirements of Schedule 7 of the 2006 Act. The proposed changes have been checked by the Company Secretary and accord with the statutory requirements. NHS foundation trusts themselves must ensure this is the case as Monitor no longer has a power or duty to determine this, and we have no role in approving constitution amendments. An amendment will have no effect if the constitution would, as a result, not accord with Schedule 7 of the 2006 Act. Monitor must be notified of any amendments made to an NHS foundation trust’s constitution so that a current version can be uploaded to the NHS foundation trust directory on Monitor’s website.

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meeting of the council of governors - home ... of the council of governors wednesday, 29th march...

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