The Governor’s Role

John Coutts Governance Advisor FTN

The Governor Role

Derived from:• Schedule 7 of the National Health Service Act 2006• Monitor’s Code of Governance• Model Core Constitution • Monitor’s Guide for Governors

The key elements:• Representing the interests of members• Carrying out Statutory Duties• Influencing Strategic Direction• Judging Performance & Accountability

The FT Governor

Representative of different constituencies of interest:

• The public - elected• Staff - elected• Optional: patient/service user/carer – elected• Stakeholder – appointed

• Under current legislation public governors must be the majority – that may change.

Representing Members

Representing members or representative of members?

• Elected governors need to be representative of their electorate

• Appointed governors need to be attuned to the views of the appointing bodies

• Involved in developing strategies for filling gaps in membership

• In touch with the membership: open days, constituency meetings, newsletter articles etc.

Statutory Duties

The same for all governors, but governors can bring their experience and expertise to the table:•Appointing NEDs & Chair•Appointing Auditor•Approving appointment of CE•Decide remuneration and allowances of the chair and other NEDs•Receive the annual accounts, any report of the auditor and the annual reportEach of these will increase in importance over the next few years

Influencing Strategic Direction

How?• Governor meetings• Joint strategy meetings with the directors• Constituency meetings• Public presentationsWhat?• What people want from their health service• What is viable and can be delivered• Public consultation and involvement• But allow the directors the freedom to lead the

operational management of the plans

Accountability – How the Relationships Work

Each group appoints the next:• Members elect Governors• Governors appoint the Chair and NEDs• The Chair and NEDs appoint the Executive DirectorsEach answers to the next:• Executive Directors run the services and answer to the

board• NEDs represent the board and answer to Governors• Governors are elected by and answer to the

membership • Members are representative of the public and the

public purse

Working with the Board of Directors

A Strong Relationship •A clear understanding of each others role and responsibilities•An understanding of Director’s rights and liabilities•Based on Mutual Respect, Honesty, Openness, Confidentiality & TransparencyAgree ground rules• Communication, access to & sufficiency of

information• Points of contact• Resolving disagreements

Understanding the Board of Director’s Role

What the Board of Directors is NOT:

• It is is not just another meeting• It is not a committee• It does not ‘run’ or manage the FT• It does not make all decisions or even most

decisions

The Role of Board of Directors

Collective responsibility in statute for the long-term success of the FT•Setting strategic direction•Supervising the performance of executive directors and holding them to account for the performance of the FT.•Taking the decisions that the board reserves to itself•In performing the above roles setting, shaping and influencing the culture of the FT•Carrying out its duties in a way that enables it to be held to account

Judging Performance & Accountability

A Critical Partnership• Acknowledging the rights and liabilities of Directors• Some commonality with the role of owners/institutional

shareholders – Concerned with the overall performance of the trust– Providing user/staff/stakeholder perspective on

quality and assurance– Concerned with longer term trends in the overall

financial position– A perspective on implementation of corporate

values

Constructive Challenge

It is OK for governors to ask Boards the hard questions, for example:• Can we afford what is in our current strategic plans?• What other options are Directors considering now?• Can we afford to provide all the services we currently

offer while maintaining quality?• Should we be looking to specialise or diversify?

Interesting practice - what works

Each of these work well for some trusts, they may or may not suit yours:• Council of Governors receiving the same reports as

the Board• Joint strategy days with Board• Joint site visits with NEDs• Governors attending Board as observers

What works (2)

Using the fellow governors effectively

• Governor skills training: recruitment, managing performance

• Governor skills sharing• Governors jointly responsible for production of

Governance handbook• Governors involved in developing quality accounts• Looking outwards, helping the FT understand its

stakeholders

Some Pitfalls

What to Avoid• Governor bodies and boards of directors regarding

the other as the opposition• Trying to replicate the work of NEDs• Being a single issue campaignerWhat to ask for• The right level of access to NEDs and Executives• The right level of information in intelligible form

The Director’s dilemma

The traditional dilemma• How do you exercise enough control to manage risk

while allowing scope for innovation in strategy?The new dilemma for boardsHow do you:• Provide dynamic leadership,• Maintain quality,• Win the support of stakeholders,• Keep the support of staffAll at a time of unprecedented reductions in funding for public services?

Some Conclusions

A Work in Progress• There is no blueprint and no easy answers• Good will and good communication are key• The Board of Directors is responsible for making

accountability relationships work, but Governors have a role in making them work well

• Openness, transparency and honesty are central in identifying problems early and dealing with them effectively.

Questions?

• john.coutts@nhsconfed.org