Good Governance

1. Good Governance DrJohn Bullivant Visiting Senior Fellow in Governance University of Glamorgan Professor Michael Deighan Special Advisor on Governance to NHS CGST, Bentley Jennison & DH Commercial Directorate Joint Authors of the Integrated Governance Handbook

2. Good Governance- emerging themes in health in UK with emphasis on systems, behaviours & relationships Integrated Governance 10 key issues- how are we doing The expanded role of the audit committee & SUI audits Commissioning and Regulation Issues Stepping up to whole system governance What needs to be done? What systems, behaviours or relationships need to change? Format

3. Effective Boards are critical to the success of organisations in the public and private sectors. They set the strategic tone for an organisation, providing leadership and a clear focus on priorities. As forums of challenging debate, Boards are unified by a clear sense of collective responsibility. Effective Boards are innovative and flexible, but maintain a resolute focus on risks, accountability and performance.’ (Lynton Barker, Public Services Productivity Panel, 2004 Focus

4. Integrated Governance Handbook ‘the "platform" on which local NHS organisations should build improved accountability, strategy and leadership systems”. It lays out a programme of reforming local governance arrangements with the aim of better decision making, leaner committee structures, achieving a stepped change in accountability arrangements and ensuring that governance systems deliver value for money. This document aims to ensure that the governance arrangements for the Trust match this template of good practice.’ Richard Douglas, Finance Director of the NHS , quoted in The Scheme of Governance for West Hertfordshire Hospitals NHS Trust

5. Boards are now encouraged to move away from silo governance and develop integrated governance that will lead to good governance….. and to ensure that decision-making is informed by intelligent information covering the full range of corporate, financial, clinical, information and research governance. SHA Standing Orders and Standing Financial Instructions Sect 1.4, September 2006 Integrated Governance

6. Financial planning and strong governance remain essential to foundation trusts’ success, says Monitor. Between 1 April 2004 and 1 March 2007, 26 NHS trusts’ application for foundation trust status were deferred; postponed or rejected. The reasons for this are set out below: Finance 78% Governance 22% Financial reporting opinion 10% Board capability 6% Clinical governance 3% Systems and control                  3% Monitor: 1.3.2007 Foundation Trusts

7. Integrated Governance Systems processes and behaviours by which trusts lead, direct and control their functions in order to achieve organisational objectives, safety and quality of services and in which they relate to patients and carers, the wider community and partner organisations.

8. Population: 3 million Wales Health Organisations: National Assembly for Wales Health & Social Care Dept, Regional Offices (3), Local Health Boards (22), Combined acute and community, one ambulance service Accountability: Governance to Minister, performance to Director through Regional Offices (3) Regulation: WAO, HIW, Healthcare Commission Governance: Boards of Trusts, Boards of LHBs, Clinical Governance, CHCs, Partnerships Improvement: Designed for Life, NLIAH, Performance Unit, Wanless, Beecham Changes: , Government of Wales Act, Central Commissioning, Consortia, Mergers?, Reviews, Election?

9. Wales

10. Strategy & assurance against strategic risks Underlying Principles Some big issues eg finance Central direction and targets, local context Patient focus & safety Use of resources & delivery

11. Focus on: Simple Rules Purpose & Strategy Unified processes, scrutiny and reporting for (clinical and non clinical) activity, performance and resources Behaviours

12. The Background

13. 2003 Governing the NHS, Appointments Commission 2004 Integrated Governance debate paper, NHS Confederation 2004 Integrated Governance Board Assurance Prompts, NHS CGST 2005 Audit Committee Handbook, DH/HFMA (Gateway 5706) 2006 Integrated Governance – a handbook for executives and non-executives in healthcare organisations, Dept of Health (Gateway 5947) 2006 The Intelligent Board,  William Wells/Appointments Commission 2006 NHS Foundation Trusts Code of Governance, Monitor Key References

14. Standards for Better Health Integrated Governance is explicitly identified under governance domain D3: ‘Integrated Governance arrangements representing best practice are in place in all healthcare organisations and across all healthcare communities and clinical networks’

15. Standard 27 Governance arrangements representing best practice are in place which: a) apply the principles of sound clinical and corporate governance; b) ensure sound financial management and accountability in the use of resources; c) actively support all employees to promote openness, honesty, probity, accountability, and the economic, efficient and effective use of resources; d) include systematic risk assessment and risk management; and e) are integrated across all health communities and clinical networks. Healthcare Standards for Wales

16. Healthcare Standards for Wales

17. • Board Code of Conduct based on Nolan principles and a system for communicating the Code • Induction process for new directors and senior staff • Induction process(es) for all staff • Scheme of delegation and schedule of reserved decisions • Register of interests • System of Integrated Governance • Statement of internal control which identifies the sources of assurance….. • Internal audit arrangements to include non financial audit and management audit • Audit Committee -according to recommendations of Audit Committee Handbook • Assurance Framework • Accountability arrangements for partnerships and networks • Governance and Risk Management Policy/Strategy; over-arching to cover all services…… Have sustainable systems outlining accountability and arrangements,including

18. What are our top 10 strategic objectives? Have we identified the risks which might compromise the achievement of these? Are there gaps in controls? Are there gaps in assurance? Are there plans to mitigate these? Assurance Framework & Risk Sensitivity

19. Establish & revisit Clarity of Purpose, strategic (national and local) objectives Establish strategic annual cycle of business, with all agendas integrated Ensure integrated assurance system in place Move to decision making supported by intelligent information Create a streamlined committee structure with clear TOR & delegation and reporting Set up a strengthened audit committee to scrutinize all Trust activities Establish effective Board supports eg by appointing company secretary to support Board & Committees and to head compliance unit Establish processes to ensure Board fitness for purpose through selection, induction and review of Board members Agree and apply Board etiquette Develop individual executive and non executive directors to ensure Board corporacy Top 10 Key Actions

20. Establish & revisit Clarity of Purpose, strategic (national and local) objectives Establish strategic annual cycle of business, with all agendas integrated Ensure integrated assurance system in place Move to decision making supported by intelligent information Create a streamlined committee structure with clear TOR & delegation and reporting Top 10 Key Actions

21. 6. Set up a strengthened audit committee to scrutinize all Trust activities 7. Establish effective Board supports eg by appointing company secretary to support Board & Committees and to head compliance unit 8. Establish processes to ensure Board fitness for purpose through selection, induction and review of Board members 9. Agree and apply Board etiquette 10. Develop individual executive and non executive directors to ensure Board corporacy Top 10 Key Actions

22. Establish & revisit Clarity of Purpose, strategic (national and local) objectives 1 • Are we clear of our purpose ? • Has it changed, if so does this impact on our strategic objectives, structures and requirements for staff, buildings, information etc • Do we have temporary purpose, eg merger and do we have capacity to deliver • What can we afford to give up? • Apply Best Value principles • Do we need this service – ask consumers • DO WE need to provide it • Does it compare with the best • If we are a monopoly, can we create alternative & better providers

23. Establish strategic annual cycle of business, with all agendas integrated 2

24. Ensure integrated assurance system in place 3

25. Move to decision making supported by intelligent information 4 • Decision Making: the process.. involving all stakeholders • Decision Taking: the actual decision …having considered all the facts and agreed a preferred option • Never note, always decide • Always end in ‘in order that’ or ‘by means of’

26. Intelligent Information?

27. Intelligent Information Items: Have validity, specificity, acceptability and comparability Are analysed using robust and acceptable methods Can be combined with other intelligent information items to multiply their power Intelligent Information Systems: Collect only information of value and only collect it once Use the most robust and appropriate analytic methods (context determined) Learn and improve over time. Intelligent Information Dissemination: Will be appropriate to audience and context Will allow meaningful and accurate comparisons to be made Will stimulate improvement by saying why? as well as what? Will simplify and scintillate Intelligent Information?

28. Create a streamlined committee structure with clear TOR & delegation and reporting 5

29. Set up a strengthened audit committee to scrutinize all Trust activities 6 ‘critical scrutiny role of this committee to ‘review the establishment and maintenance of an effective system of integrated governance, risk management and internal control across the whole of the organisations activities’ Audit Committee Handbook 2005

30. Set up a strengthened audit committee to scrutinize all Trust activities: SUI Audits 6 • IAPG Serious Untoward Incident (SUI) Governance Audit covers NHS-funded or NHS regulated care involving:- • patients, relatives or visitors • staff • contractors, equipment, building or property

31. Establish effective Board supports eg by appointing company secretary to support Board & Committees & to head compliance unit 7 • ICSA Company Secretary Programme 6 exams plus network days • Now 2 cohorts running, third planned • Induction Days plus • Corporate Law and Financial Accounting • Private Sector to include Financial Accounting and Corporate • Corporate Governance and Corporate Administration • Corporate Financial Management • Corporate Secretaryship

32. Agree and apply Board etiquette 9 • Mutual trust and respect, honesty • Commitment: to attend, reading briefings, arriving on time and participating wholeheartedly. Tell our offices we are not to be disturbed • Determination, Tolerance and Sensitivity: • Rigorous & challenging questioning, tempered by respect. • Demanding & persistent rather than attacking, crushing or dismissive. • Tolerant of diverse points of view, • Avoid giving offence - ready to apologise, • Avoid taking offence – stay open to discussion • ………….After Common Purpose

33. Group Support: Sensitive to colleagues need for support when challenging or being challenged.; Group ensures no-one becomes isolated in expressing their view. All ideas treated with respect Confidentiality: Candid not secret, No gossip, or gossip is shared and aired Making the most of time Support the Chair, colleagues and guests in making best use of time to maximise scope and variety of viewpoints heard. Time is well used and individual points are relevant and short Allow time for review of performance of each session, did we use our resources well? Etiquette

34. Establish processes to ensure Board fitness for purpose through selection, induction and review of Board members 8

35. observation of the Board, Audit Committee and Governance committees. This will reflect on the scope of the decision taking processes self Assessment and interviews of Board Members to clarify purpose, corporacy and progress with reenergising governance agenda review with internal auditors of serious untoward incidents, complaints and regulator prompted action plans review of committee structures to ensure fitness for purpose review with auditors of documentation including agendas and minutes Mock board to board re FT/FFP Develop individual executive and non executive directors to ensure Board corporacy 10

36. Self Assessment

37. Self Assessment

38. Cancer Networks Patient Pathways Social Services Second Choice Scheme Private & Voluntary Sectors Stepping up to whole system governance

39. Questions to ask Can the LHB afford the activity we are providing? What assurance do we have that private providers meet the standards we expect? Do we have clinical engagement for the reforms we are making? Do we have political, public and media buy in to the changes? Are we (and our partners) being brave enough? Do we (and our partners) follow through on our decisions? Whole Health Economy Assurance Frameworks

40. Meet in Public Make partnerships work for you Learn from failures Focus on purpose Step up to the role of governance for public good Success equals freedom Ask the daft questions CHANDOS HOUSE rules for good governance

41. What needs to be done? What systems, behaviours or relationships need to change? What next?

42. Dr John Bullivant Jbullivant@iqa.org 07775524390 Michael.deighan@ncgst.nhs.uk Contact details