Job Description and Person Specification

Job Title:

Corporate Governance Manager

Directorate:

Corporate

Department:

Executive

Responsible to:

Company Secretary

Accountable to:

Company Secretary

Pay band:

7

Location:

Birmingham Women’s Hospital and Birmingham Children’s Hospital (flexibility required across both sites)

Hours of Work:

Full Time

Contract:

Agenda for Change

On call requirement:

No

Disclosure required:

Enhanced

Professional Registration:

No

Job outline:

With the Company Secretary, provide the governance expertise, advice and support necessary to ensure that the organisations comprising the Birmingham Women’s and Children’s Group comply with relevant legislation and guidance issued by NHS Improvement (NHSI), Department of Health, Care Quality Commission (CQC), the Charity Commission and other regulatory bodies.

The Birmingham Women’s and Children’s Group comprises:

· Birmingham Women’s and Children’s NHS Foundation Trust (the Trust)

· Birmingham Women’s and Children’s Hospital Charity (the Charity)

· BWC Management Services Ltd

· BCH Pharmacy Services Ltd

· BCH Health Services Ltd

} (the subsidiaries)

The core responsibilities of the role are summarised as follows:

1. Manage the Charity’s day to day business affair, including liaising with professional advisors.

2. Manage the performance of Company Secretary and Charity Administration teams against local service targets and within the team’s budget.

3. With the Company Secretary and Deputy Company Secretary, provide effective governance and secretariat support to the Boards, Council and Committees of the Group.

4. Work with the Company Secretary in managing CQC engagement, communication, reporting and inspection processes.

5. Lead on the assessment of complex governance issues and challenges facing the Charity.

6. Provide effective and innovative leadership and management, ensuring clear direction concerning service improvement and effective utilisation of resources.

7. Deputise for the Company Secretary during periods of absence on agreed aspects of the role

Key Result Areas:

1. Leadership and Management

· Provide strong, visible and accessible leadership and management for staff within the Charity and the Company Secretary Team. The post holder will have line management responsibility for administration staff within these teams.

· Provide a reliable, responsive source of specialist advice and guidance on governance matters for the directors, officers and staff of the Group.

· Manage the Charity’s day to day business affairs, including liaising with Trustees, professional advisers, senior executives and managers.

· Act as the first point of contact for all Charity Trustees, ensuring that they have the support and information needed to fulfil their governance obligations and responsibilities.

· Manage the induction of all new Trustees.

· Devise and implement policies, procedures, guidance and processes to ensure compliance with relevant legislation, regulatory codes and guidance.

· Use specialist charity and governance knowledge and experience to ensure the Charity is run efficiently and effectively and that a sound system of governance is implemented so that the Charity operates in accordance with statutory obligations and latest best practice for charity administration and corporate governance.

· Ensure that Board and Charity objectives are reflected in departmental annual plans, and milestones are monitored and evaluated.

· Ensure that designated pay and non-pay budgets for the Charity and Trust Board are managed effectively, taking corrective action where necessary.

· Work with the Company Secretary to develop business cases to support the development of the Charity.

· Contribute to the Department’s Cost Improvement Programme, identifying, managing and monitoring cost savings schemes.

· Lead the recruitment, selection and induction of staff within the department.

· With the Company Secretary and the Chief Officer for Workforce Development, devise and implement processes of recruitment of Non-Executive Directors and Trustees.

· Monitor and manage the implementation of new procedures, ensuring compliance with the policies of the Group at all times.

Service Improvement

· Be responsible for the delivery of local objectives and key performance indicators.

· Ensure robust policies are developed and implemented to support service improvements.

Governance and Regulation

· Ensure the Boards and committees operate to high standards of governance, proposing changes when needed.

· Maintain, update as necessary and implement the Group’s governance documents and policies in accordance with up to date regulatory requirements, guidance and best practice.

· Attend meetings of the Boards and Committees of the Group as required, providing professional advice on the effective conduct of meetings and ensuring that all Board and committee business is conducted in an appropriate manner in accordance with standing orders and other legislative and regulatory requirements.

· Analyse complex governance, finance and management data for the Charity, Trust and subsidiaries and prepare and present specialist reports on these matters to the Boards and Committees.

· Work alongside the Company Secretary in the planning and organisation of the annual work programmes of the Boards and Committees.

· With the Deputy Company Secretary ensure an exceptional standard of corporate support is provided to the respective Boards and Committees.

· Lead on the production of the Charity’s annual report and support the compilation of the Trust’s annual report.

· Ensure appropriate publication of governance information as required.

· Provide advice to members of the Executive Team, senior managers and other Trust staff on governance issues. Provide professional judgement on appropriate action in response to any differences of opinion that arise in relation to corporate governance issues.

· Submit returns and notifications as required to Companies House and the Care Quality Commission.

· Work alongside the Company Secretary in the preparation for and management of CQC inspections.

· Support and deputise for the Company Secretary in the engagement relationship with the CQC, including obtaining, analysing and reporting information about the Trust to the CQC.

· Provide reports to the Trust committees and advice to senior staff on CQC registration and inspection processes, requiring analysis and interpretation of guidance and data.

· Lead on the Trust’s external reviews process, including liaising with Trust leads, supporting information returns and reporting risks and outcomes to the Trust’s committees.

· Actively use the Trust’s Risk Register to document, highlight and manage risks, taking action to negate or minimise risk where it is within the scope of the role.

· Maintain the Group’s registers, including registers of interests, trustees and directors.

· Support the maintenance of the Boards’ Assurance Frameworks.

Budgetary and Financial Management

· Work with the Charity’s finance team to ensure a robust understanding of the financial position of the Charity.

· Manage, co-ordinate and monitor budgetary expenditure and make recommendations.

· Authorise expenditure of the Charity's funds in accordance with the Scheme of Delegation.

· Ensure that procedures are in place for the correct administration of the Charity’s subsidiaries.

· Maintain suitable banking arrangements to meet the Charity’s needs and as approved by the Board of the Charity and establish arrangements to identify and mitigate risks, including risks of fraud.

General

· Investigate complaints within the Charity.

· Undertake special projects as required.

· Deputise for the Company Secretary in her absence.

· Provide cover for the Deputy Company Secretary in her absence.

Staff leadership and management will:

Provide effective leadership and management to staff which promotes the Trust’s values and high performance standards both individually and as a team, in the achievement of the Trust’s objectives and priorities. The Trust’s success will be dependent on all managers playing an active role to make sure the existing areas of good employment practice are universally embedded within the organisation. Managers will be expected to:

· Understand the Trust’s key priorities and those of your Department and how these translate within your area/team.

· Ensure clarity and effectiveness in developing and designing roles.

· Ensure management of staff is consistent with Trust’s Values to the achievement of equality, equity and optimum performance.

· Complete annual Appraisals for all staff which reflect these priorities and ensure staff have access to appropriate training and development.

· Communicate regularly through meetings with teams and individuals and provide opportunity for two-way feedback.

· Promote an effective team ethos.

· Promote equality, diversity and rights, and treat others with dignity and respect ensuring services are developed, managed and delivered to meet the specific needs of those belonging to protected characteristics.

· Promote equality, diversity and Human Rights in working practices by developing and maintaining positive working relationships, ensuring that colleagues are treated fairly and contributing to developing equality of opportunity and outcomes in working practices.

Position in the Organisation & Key relationships

· Company Secretary

· Board members

· Charity Trustees

· Governors

· Fundraising Team

· Communications Team

Supplementary Duties and Responsibilities

Health and Safety

You have a legal responsibility not to endanger yourself, your fellow employees and others by your individual acts or omissions. The postholder is required to comply with the requirements of any policy or procedure issued in respect of minimising the risk of injury or disease.

Confidentiality

Attention is drawn to the confidential nature of the information collected within the NHS. The unauthorized use or disclosure of patient or other personal information is a dismissible offence and in the case of computerised information, could result in prosecution or action for civic damage under the Data Protection Act 1998.

It is a condition of your employment that, should you come into possession of information relating to the treatment of patients or the personal details of an employee, you should regard this information as confidential and not divulge it to anyone who does not have the right to such information.

The Trust fully upholds the Caldicott Report principles and you are expected within your day to day work to respect the confidentiality of patient identifiable information.

Infection Prevention and Control

The Trust is committed to minimising any risks of healthcare associated infection to patients, visitors and staff. All employees are required to be familiar with and comply with Infection Prevention and Control policies relevant to their area of work and must attend Infection Control training commensurate to their role.

Major Incidents

In the event of a Major Incident or Pandemic you may be asked to carry out other duties as requested. Such requests would be in your scope of competence, reasonable and with staff side agreement. You would also be reasonably expected to participate in training for these infrequent events.

Risk Management

The post-holder should be aware of the process for reviewing systems and improving them, in order to increase patient safety and improve the service provided by BCH.  All staff (on permanent, temporary or honorary contracts) should have an awareness of the risk management processes and an understanding of risk management as part of the Governance agenda.  This includes assessing, monitoring and managing all aspects of risk, including the planning and undertaking of any remedial action.

All staff should ensure they are aware of the Trust Risk Manual.  All staff must be aware of their responsibility for reporting any adverse incidents, including “near miss” events, in accordance with the Trust’s Policy and guidance from the National Patient Safety Agency (NPSA).

Equality and Dignity

The postholder will be expected to adhere strictly to principles of fairness and equality in carrying out the role. At all times the postholder will be required to show respect for and maintain the dignity of patients, the public and work colleagues.

The Trust will not tolerate any form of bullying or harassment, violence or aggression against its employees.

Safeguarding

As a Trust employee you are required to comply with all legislation and guidance relating to safeguarding children and promoting their health and welfare. If you are being investigated regarding child protection concerns, or become subject to such investigations, appropriate steps may have to be taken such as redeployment, increased supervision etc. and, depending on the outcome of the investigation, there may be implications for your continued employment. You are required to inform the Head of Child Protection Support Service if your own children are/become subject to child protection procedures. This information will be treated in a confidential manner.

Communication (Staff with supervisory/managerial/leadership responsibility)

An integral part of the role of any manager or person with leadership responsibilities is to communicate effectively with their staff and colleagues. It is an expectation of this role that resources and time will be allocated to communicate fully with staff and involve them in the decisions affecting them.

Arrangements should be made to ensure that local and Trust wide matters are communicated and discussed via appropriate means i.e., team meetings, written briefings etc.

Induction

It is the responsibility of every employee to participate fully in induction.

A Trust wide induction course is held on the first and third Monday of each month and local induction will be provided within your own place of work.

Appraisal and Performance Management

All staff will be expected to fully participate in the Appraisal/ Performance Management process. This obligation will include the preparation for and attendance at appraisal/performance management interviews and completion of the associated documentation.

For Consultant Medical Staff an annual appraisal and review of the Job Plan is a contractual requirement.

Failure to participate in any stage of the process will render the process ‘incomplete’.

Working Time Directive

The working Time Regulations 1998 require that you should not work more than an average of 48 hours each week, i.e. in a 17 week period no more than 816 hours or 1248 hours in a 26 week period. To work more you must have the authorisation of your manager and you must sign an opt-out agreement that you choose to work more.

Should you have more than one job with the Trust or have a job with another employer, then the total hours worked in all your jobs should not exceed the average of 48 hours as above. You are therefore required to inform your manager if you continue to work elsewhere and the number of hours you work, or if you take up work elsewhere during your employment with the Trust.

· Contribute to developing and maintaining equality of opportunity in working practices by complying with legislation and organisational policies. Advise colleagues about equality, diversity and human rights policies and procedures and ensure they are followed.

· Ensure that colleagues are treated fairly. Behave in a non-discriminatory way and challenge the discriminatory behaviour of others. Be supportive of colleagues or service users who wish to raise issues about discriminatory practice or experience.

Person Specification

Job Title:

Corporate Governance Manager

Essential

Desirable

Evidenced by

A – Qualifications

· Educated to degree level or equivalent.

· Evidence of Continuous Professional Development.

· High standard of English, both written, spoken and grammar.

· Numerate.

· Knowledge and experience of Microsoft Office (Outlook, Word, Excel and PowerPoint).

· Chartered member of ICSA or relevant specialist governance qualification.

· Post graduate qualification

A / C

B – Knowledge/Experience

· Minimum three years’ experience of managing a corporate governance function in a charity or the NHS.

· Knowledge of NHS/Charity regulation and governance requirements

· Information analysis, interpretation and reporting.

· Previous experience of servicing high level meetings and minute-taking.

· Report writing

· Extensive administrative experience (minimum of 5 years)

· Experience of providing a high quality service to internal and external stakeholders.

A / C / I / T

C – Skills:

Communication/Relationship skills:

· Skilled minute-taker

· Well-developed skills in business and report writing

· Ability to deal with both external and internal professionals at a senior level and to relate to colleagues at all levels

· Ability to work independently with a high degree of autonomy.

A / C / I / T

Analytical & Judgement skills:

· Highly numerate & literate with well-developed IT skills

· Highly developed analytical skills, able to interpret and compare highly complex facts, situations and strategies

· Strategic thinker with ability to work as part of a team and able to work on own initiative

A / C / I / T

Planning & Organisational skills:

· Proactive and self-motivated

· Organisation of meetings or events.

· Project management.

A / C / I / T

People Management/Leadership/Resources

• Line management experience

A / C / I / T

IT skills:

· Proficient in standard IT packages.

A / C / I / T

Physical skills:

· Able to sit, type/write and maintain attention for long periods.

· Flexibility to work some evenings

A / C / I / T

D – Approach/Values

· Demonstrate alignment with the values and beliefs of the Trust

I

· Demonstrate an understanding of the practices of equality and inclusion in the delivery of this role

I

· Team working

I

· Punctual and flexible across hours of work when required

I

To be evidenced by key:

A – Application

C - Certificate

I – Interview

T - Test

Approved by:

Name

Post holder

Approved

Manager

Date

Deputy Chief Executive

Company Secretary

Corporate Governance Manager

Deputy Company Secretary

Corporate Support Asistant

Charity Administrator