council of governors meeting...jan 10, 2019 · kate moss staff - 999 operations – north (1) to...

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

DATE: Thursday 10 January 2019

TIME: 18.30h to 21.00h VENUE: Dolman Room 1

Shaw House Church Road Newbury Berkshire RG14 2DR

STATUS: Meeting in public CHAIR OF MEETING: Lena Samuels, Chair GOVERNORS: See Members of the Council of Governors (overleaf) IN ATTENDANCE: Ilona Blue, NED/Senior Independent Director

Les Broude, NED Anne Stebbing, NED Priya Singh, NED Will Hancock, Chief Executive Philip Astle, Chief Operating Officer

Mike Murphy, Director of Strategy and Business Development Professor Helen Young, Director of Patient Care and Service Transformation

Steve Garside, Company Secretary Monica Moro, Membership and Engagement Manager APOLOGIES: Keith House, Partner Governor (Local Authorities) FUTURE MEETING DATES: 6 February 2019 (meeting in private – strategy workshop) 9 April 2019 (meeting in public) 5 June 2019 (meeting in private) 24 July 2019 (meeting in public) 3 October 2019 (meeting in public) 17 October 2019 (meeting in private) 13 January 2020 (meeting in public) 6 February 2020 (meeting in private - strategy workshop)

Current Members of the Council of Governors (25/26):

• Vacancy – Public Governor Buckinghamshire (x1) Name

Constituency Current term

Paul Ader Public - Oxfordshire (1) To 28/02/2020 Andy Bartlett Public – Hampshire (2) To 28/02/2021 Sabrina Chetcuti Partner (CCGs – North) (2) To 30/06/2019 David Chilvers Partner (CCGs – South) (2) To 30/06/2019 Jeanette Clifford Partner Governor (Local Authority) (1) To 30/09/2020 Anne Crampton Partner Governor (Local Authority) (1) To 31/03/2021 Richard Coates Public – Hampshire (2) To 28/02/2020 Emma Crozier Staff - NEPTS and Logistics Field (1) To 28/02/2021 Mark Davis Public - Berkshire (1) To 28/02/2020 Bernadette Devine Public - Buckinghamshire (1) To 28/02/2021 Lynn Dove-Dixon Staff - Corporate/support/other (1) To 28/02/2021 David Drew Partner (Air Ambulance Charities) (1) To 30/09/2020 Bob Duggan Public – Buckinghamshire (3) To 28/02/2021 Jim Dunderdale Staff – Contact Centres inc.111 & EOC (1) To 28/02/2021 Frank Epstein Public - Berkshire (1) To 28/02/2020 Colin Godbold Public – Berkshire (2) To 28/02/2021 Stephen Haynes Public - Oxfordshire (1) To 28/02/2021 Keith House Partner (Local Authority) (3) To 28/02/2021 Loretta Light Public - Oxfordshire (1) To 28/02/2021 Barry Lipscomb Lead/Public Governor – Hampshire (2) To 28/02/2020 David Luckett MBE Public - Hampshire (1) To 28/02/2020 Charles McGill MBE Public - Hampshire (1) To 28/02/2021 Kate Moss Staff - 999 Operations – North (1) To 28/02/2021 Tony Nicholson Public - Hampshire (1) To 28/02/2021 David Palmer Staff – 999 South (3) To 28/02/2021

AGENDA – COUNCIL OF GOVERNORS – 10 JANUARY 2019

18.30pm – 21.00pm ***PLEASE DIRECT QUESTIONS / COMMENTS THROUGH THE CHAIR***

No. Item Time Method 1 - OPENING BUSINESS 1.1 Chair’s Introduction, including Apologies for Absence

and Meeting Priorities (Lena Samuels)

18.30

(Verbal)

1.2 Declaration of Interests (Lena Samuels)

• to note any new interests, including those relevant to the meeting

(Verbal)

1.3

Approval of the minutes of the meeting held on 3 October 2018 (Lena Samuels)

• to approve the minutes of the last formal CoG meeting

Enc. A

1.4 Matters arising from the meeting held on 3 October 2018 (Steve Garside)

• to note progress with the actions agreed at the last meeting, and consider future Governor briefing sessions

Enc. B

2 - DECISIONS REQUIRED FROM THE COUNCIL OF GOVERNORS

2.1 Council of Governors Development – Charter of Behaviours and General Update (Lena Samuels; John Bonney)

• to consider a draft version of a Governor Charter of Behaviour

18.40* Enc. C

2.2 Report from the Nominations Committee (Lena Samuels; Members of the Nominations Committee)

• to consider specific recommendations in relation to NED re-appointments, appraisal and remuneration

19.05* Enc. D

2.3 Update on Quality Accounts Priorities including Selection of 2018/19 Clinical Quality Indicator (Helen Young)

• to select the 2018/19 clinical quality indicator for external audit review

19.25* Enc. E

3 - HOLDING THE NEDS TO ACCOUNT FOR THE PERFORMANCE OF THE BOARD 3.1

Chief Executive’s Report including Performance, Workforce and CQC Inspections (Will Hancock; Philip Astle; Professor Helen Young)

• to receive a report on key current issues, followed by questions from governors, primarily to the NEDs

19.45 Enc. F

No. Item Time Method 4 - REPRESENTING THE INTERESTS OF THE MEMBERS OF THE TRUST AS A WHOLE AND THE INTERESTS OF THE PUBLIC 4.1 Governor Engagement Feedback

(All Governors) • to receive feedback from governors engagement activity

20.15 (Verbal)

4.2

Report from the Membership and Engagement Committee (Mark Davis)

• to receive an update on the meeting held on 19 December

(Verbal)

5 - OTHER ITEMS FOR INFORMATION/DISCUSSION BY EXCEPTION 5.1 Lead Governor and Deputy Lead Governor Election

Processes (Steve Garside)

• to note the process for the appointments of Lead Governor and Deputy Lead Governor from 1 April 2019

20.25 Enc. G

5.2 Non-Executive Director Activities (Les Broude)

• to receive an overview of activities undertaken over the past three months

Enc. H

5.3 Company Secretary’s Report (Steve Garside)

• to receive an update on matters of interest

Enc. I

5.4 Lead Governor’s Report (Barry Lipscomb)

• to note a report on activities undertaken by the Lead Governor since the last meeting

Enc. J

6 - CLOSING BUSINESS 6.1 Any Other Business including Questions from

Members/Observers (Lena Samuels)

• to note any items of additional business, including those notified to the Company Secretary no less than two working days prior to the meeting

o information sharing with Governors (Jim Dunderdale)

o Governors making Freedom of Information Requests (Frank Epstein)

o private providers/SSG (Kate Moss) o requests for agenda items post circulation of

agreed agenda (Steve Garside) o future briefing sessions (Steve Garside)

20.40 (Verbal)

6.2 Review of Meeting and Agenda Planning for Next Meeting (Lena Samuels; All Governors)

• to review the meeting and identify any requirements for the next meeting

20.50 (Verbal)

6.3 Date and Time of Next Meeting (Lena Samuels)

• to note that the next formal meeting in public will be held on 9 April 2019 at Shaw House, Newbury

21.00 (Verbal)

*suggested priority items

GOVERNOR FUNCTIONS AND DUTIES

Governor general functions This meeting

Hold the Non-Executive Directors individually and collectively to account for the performance of the Board of Directors (see below)

Represent the interests of the members of the Trust as a whole and the interests of the public

Governor specific duties

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

Approve amendments to the Constitution

ENCLOSURE A

Minutes of the Meeting Held on 3 October 2018

Enclosure A

COUNCIL OF GOVERNORS Meeting: Council of Governors

Date of Meeting: 10 January 2019

Title of Paper: Minutes of the Council of Governors meeting held on 3 October 2018

Presented by: Lena Samuels, Chair

Paper for Debate, Decision or Information:

Approval

Main Aim: To ensure good governance practice in confirming that the minutes of the 3 October 2018 meeting represent an accurate record of business undertaken

Summary of key points for consideration:

These minutes, in draft form, were initially circulated to governors on 5 October 2018. They are produced by the Company Secretary and issued directly to the Council of Governors without any separate, prior review.

Recommendations or Outcome Required :

Approval

Previous Forum: N/A

Statutory Requirements Met:

N/A

Contact in case of query concerning this paper:

Steve Garside, Company Secretary, 01869 365032

Unapproved Minutes CoG – 3/10//2018 Page 1 of 12 Author: SG

ENCLOSURE A Unapproved minutes of the twenty ninth meeting in public of the South Central Ambulance Service (SCAS) NHS Foundation Trust Council of Governors (CoG) held on Wednesday 3 October 2018 at Shaw House, Newbury Governors present (18/26): Paul Ader (Public Governor – Oxfordshire); Andy Bartlett (Public Governor – Hampshire); Sabrina Chetcuti (Partner Governor – CCGs); David Chilvers (Partner Governor – CCGs); Councillor Jeanette Clifford (Partner Governor – LA); Anne Crampton (Partner Governor (LA); Professor Bob Crocker (Public Governor – Buckinghamshire); Bernadette Devine (Public Governor – Buckinghamshire); David Drew (Partner Governor - Air Ambulance); Bob Duggan (Public Governor - Buckinghamshire); Lynn Dove-Dixon (Staff Governor); Frank Epstein (Public Governor – Berkshire); Colin Godbold (Public Governor – Berkshire); Councillor Keith House (Partner Governor (LA); Loretta Light (Public Governor – Oxfordshire); Charles McGill (Public Governor – Hampshire); Tony Nicholson (Public Governor – Hampshire); David Palmer (Staff Governor) Governors apologies received (8/26): Richard Coates (Public Governor - Hampshire); Mark Davis (Public Governor – Berkshire); Jim Dunderdale (Staff Governor); Steve Haynes (Public Governor – Oxfordshire); Barry Lipscomb (Public Governor – Hampshire & Lead Governor); David Luckett (Public Governor – Hampshire); Emma Crozier (Staff Governor); Kate Moss (Staff Governor) Directors/Executives in attendance: Lena Samuels (Chair); Sumit Biswas (NED/Deputy Chair); Mike Hawker (NED); Anne Stebbing (NED); Will Hancock (Chief Executive) - part; Philip Astle (Chief Operating Officer); Professor Helen Young (Director of Patient Care and Service Transformation) - part; Steve Garside (Company Secretary); Monica Moro (Membership and Engagement Manager) Opening Business

1.1 - Chair’s Introduction, including Apologies for Absence and Meeting Priorities The Chair welcomed all to the meeting. Apologies were noted from eight governors, as recorded in the minutes. 1.2 - Declaration of Interests No new interests were declared by Governors or other attendees. 1.3 - Approval of the minutes of the meeting held on 24 July 2018 The minutes were APPROVED without amendment. 1.4 - Matters arising from the meeting held on 24 July 2018 The CoG discussed action 6.2 regarding potential topics for future Governor briefing sessions. Steve Garside outlined three suggestions made by Richard Coates: finance, the work of the Trust’s subsidiary company South Central Fleet Services Limited, and indirect resources. Governors confirmed that these were all good suggestions. Tony Nicholson suggested a session looking at the Trust’s legal/accountability framework, covering:


• what services/functions must the Trust provide • what services/functions may the Trust provide • how does this impact on the setting of priorities and the approach to risk and resource

allocation Philip Astle advised that the National Pandemic Flu Service, hosted by SCAS, might be an appropriate topic given the onset of winter and the influenza season. David Palmer commented that finance might be a timely topic for January (i.e. ahead of the new financial year and a new budget). Anne Stebbing, noting the CoG/Board strategy workshop in February, remarked that Tony Nicholson’s suggestion, if delivered in January, would provide some helpful context. The CoG agreed that the next two Governor briefing sessions (ahead of formal CoG meetings) would be: • legal/accountability framework (10 January 2019) • finance (first meeting of 2019/2020) Representing the Interests of Members and the Public

2.1 – Governor Engagement Feedback The Chair highlighted the immense value of SCAS being made aware, via the Governors, of the views of the Trust’s members and the general public. As part of this, Governors provided feedback on their recent engagement activity (documented in Appendix A). Following a contribution made by all of the Governors present, the Chair stated that the feedback had been extremely useful and provided the Trust with a number of issues to look into further (e.g. support for CFRs in Odiham and North Warnborough). 2.2 - Report from the Membership and Engagement Committee (MEC) The CoG discussed a number of items relating to last MEC meeting, and various documents circulated by Monica Moro (e.g. the latest events plan and a copy of the 2017/18 Membership and Engagement Annual Report). • surveys – the benefit of having a short survey on SCAS for members/the public to complete

was acknowledged; Monica Moro advised that there were two options regarding this – a short survey on the back of the form for signing up new members, and an alternative version on the Trust’s website. Governors were encouraged to use the surveys at engagement events

• presentations – the Chair highlighted an excellent presentation on SCAS which had been

produced by the Company Secretary for the Annual General Meeting; this had recently been circulated to the Governors and could be used at engagement events and talks (e.g. to local community groups)

• Oxfordshire engagement pilot – Paul Ader stated that he considered the references to the

proposed Oxfordshire engagement pilot in the minutes of the last MEC meeting to represent a misunderstanding about the intentions and methodology of the proposed pilot. The Chair agreed to discuss this personally with Paul Ader after the CoG meeting, and for the MEC to revisit the subject at its next meeting on 19 December (Paul Ader having not been present at the last committee meeting).

• CFRs supporting school education/engagement visits – Frank Epstein advised that he was

aware that there was an educational ambulance vehicle based in Nursling which could be used for school visits although there had been trouble accessing it. He asked whether there was a similar vehicle in the North of the patch. Monica Moro explained that the vehicle at Nursling


was expected to cover all four counties, but that there had been some problems with having it made available for events outside of Hampshire. She added that there was potentially another vehicle based in Bicester that could be used but that there were security/access issues to overcome

• Community First Responder (CFR) scheme map – Monica Moro confirmed that she had circulated a map to the Governors showing the location of the various CFR schemes across the region; it was acknowledged that this did not necessarily reconcile with information on the Trust’s website due to the inclusion of co-responding schemes. Monica Moro confirmed that the Trust was working to address this issue.

• engagement events planner – Monica Moro advised that the planner included some events

which were not yet confirmed. Governors were asked to let Monica Moro know which events they planned to attend, and in turn Monica Moro agreed to provide more details on the various school visits planned (e.g. dates and times).

• New Forest Show – Monica Moro informed the CoG that representation at this event was

prohibitive due to cost (even after factoring in the SCAS Charity discount). The Chair stated that it was important to have coverage across all of the events – if not necessarily each year – and that some other events might need to be sacrificed in order to have periodic attendance at a major event such as the New Forest Show. Governors questioned whether SCAS would get a better deal if the event was earmarked as being for engagement purposes, rather than for the SCAS Charity, or equally whether SCAS providing first aid cover could be used as a lever to secure a more financially viable pitch

• Royal Berkshire County Show – it was noted that the SCAS Charity was able to benefit from a

free place by virtue of sharing a pitch with Thames Valley Police. Monica Moro reported that the SCAS Charity had only raised £75 over the two days, potentially impacted by the presence of other charities (e.g. Thames Valley and Chiltern Air Ambulance Charity). Colin Godbold highlighted the importance of being clear about the objectives of each event, noting that there were potentially other non-fundraising related benefits such as engagement, education and CFR/staff recruitment etc.

• SCAS Charity fundraising – Bob Crocker expressed a view that very few people knew about

the SCAS Charity and that it would not necessarily appeal to potential donors (i.e. those who might be more persuaded by an explicit reference to the funds being used to support volunteers or CFRs). The Chair stated that this was a valid point and should be considered by the Charity as part of its future approach to events and fundraising

• MEC membership – Lynn Dove-Dixon advised that she had spoken to Mark Davis about attending the next committee meeting. Steve Garside commented that this was welcomed and that the next meeting was taking place on 19 December in Newbury.

A general action was agreed as a result of the discussions. Action 2.2a The MEC to consider the feedback provided by Governors on engagement activity at their next meeting on 19 December 2018.

A number of specific actions were agreed as a result of the discussions. Action 2.2b Monica Moro to look into the issues at Nursling Resource Centre which had led to problems booking the educational ambulance vehicle for engagement events and school visits outside of Hampshire, and to explore the opportunity of using an additional vehicle based in Bicester.


Action 2.2c The MEC to hold a further discussion on the proposed Oxfordshire engagement pilot at its next meeting, supported by a written paper from Paul Ader.

Action 2.2d Governors to contact Monica Moro with details of the engagement events they would like to attend; Monica Moro to provide more details on the various proposed school visits.

Action 2.2e Monica Moro to issue Governors with a standard USB stick containing key engagement presentations (e.g. the 2017/18 AGM presentation), liaising first with the IT Department for security/anti-virus advice.

Action 2.2f Monica Moro to circulate, via email, links to the two videos – ‘Welcome to Fresh Central’ and ‘Dial 999 for Emergencies’.

Action 2.2g Monica Moro to look into how the ‘Yammer’ social networking tool could/might be used to support public and member engagement activities and events.

Finally, the CoG APPROVED the proposed changes to the Membership and Engagement Committee terms of reference. Holding the NEDs to Account for the Performance of the Board

3.1a – Chief Executive’s Report including Performance, Workforce and Care Quality Commission (CQC) Inspections The Chief Executive highlighted a number of matters, including: • staff engagement – the service given to the NHS by over 100 staff had been recognised at two

Long Service Award ceremonies, both proving to be fantastic events. The Northern House Clinical Co-ordination Centre had also recently arranged an appreciation week, helping staff to get to know managers and fellow team members better. The annual staff recognition awards event (‘The Ambies’) was also fast approaching and had seen a significant number of nominations

• recruitment – the Chief Executive reflected on a number of induction events he had recently

attended, and his pleasure at the diversity and enthusiasm of the new starters who had attended these

• the Carter Review – publication of the report had been delayed until 27 September, but it was

clear that there were some big messages for the ambulance sector and wider NHS to address. SCAS had compared relatively well with other ambulance services on a number of benchmarked indicators but was not complacent. Sickness absence levels remained high and was one particular area that the Trust needed to address

• partnership working with London Ambulance Service NHS Trust (LAS) – this linked in with the

outcomes from the Carter Review and, whilst no commitments had been made by either party, the two Trusts enjoyed an excellent relationship and wanted to explore opportunities where collaboration could be beneficial. It was noted that both Trusts had similar outlooks in terms of the value of Integrated Urgent Care (IUC), and a meeting between the respective Executive Directors was planned for November

• CQC inspections – the Trust was still awaiting draft reports following the inspections of urgent

and emergency care and ‘well-led’; these were expected in the next couple of weeks, but the Trust was very pleased with the outcomes of the NHS111 inspection (overall rating of ‘good’).


The CoG noted a comprehensive written report from the Chief Executive covering a range of issues. 3.1b – Chief Executive’s Report including Performance, Workforce and CQC Inspections – Questions A range of questions were asked by Governors, with answers given, including: • Tony Nicholson asked about collaboration with Isle of Wight NHS Trust (IoW) and particularly

the support SCAS was providing in relation to the CAD

o Philip Astle advised that the outcome from the ‘go/no go’ gateway review had been positive and go-live was scheduled for 9 October

• Tony Nicholson asked about the current position in relation to the operating model changes

being made by the two Air Ambulance Charities in the region

o Philip Astle responded that the changes proposed by the Thames Valley and Chiltern Air Ambulance Charity (TVAA) had already been made (1 October) but those developed by the Hampshire and Isle of Wight Air Ambulance Charity (HIOWAA) had been delayed pending contract agreement with University Hospitals Southampton NHS Foundation Trust (UHS); affected staff were therefore now remaining in SCAS employment until 1 November. It was noted that there would be no changes in either case from a patient perspective and that publicity had been relatively minimal The Chief Executive provided an overview of the changes being made by the respective charities, including noting that whilst these were quite different between the two there would be no obvious implications for patients. He added that SCAS and all parties would continue to work together. The Chief Executive advised that TVAA had become a fully autonomous organisation with its own Care Quality Commission registration, and that the HIOWAA model was based on SCAS and the Charity working closely with UHS (the site of a major trauma centre) with rotating paramedics and an integrated workforce model

• Colin Godbold, noting previous geographical expansion of the Patient Transport Service (PTS),

asked the NEDs how they sought assurance that the plans to extend some of the IUC work into Dorset and Surrey Heath were not over stretching the Trust from a capacity perspective

o Mike Hawker responded that the IUC concept was strategically very important to SCAS

– being aligned to the national agenda as well - and that the Dorset element was relatively small in terms of covering dental only. He noted that one of the biggest areas of his own personal challenge had been around finance, with the NHS111/IUC services generally making very little financial return. The CoG was informed that there was a risk to SCAS of participating in the co-design work in Hampshire but then not winning the final contract

Mike Hawker advised that geographical expansion of PTS also made significant sense from a strategic perspective, but only if the services in core SCAS areas were effective and the new business provided a suitable return on investment Sumit Biswas noted that the PTS business had grown significantly in recent years, and that the Board monitored the extent to which there was sufficient managerial capacity very closely. He explained that the ongoing PTS transformation programme was key to this, and that his leadership visits to Surrey and Sussex were indicating that these new services needed further time to bed down. The Chair explained how the Trust approached new business opportunities; SCAS was either approached directly (e.g. by commissioners) or opportunities were identified


through a process of internal horizon scanning. She noted that the Executive Team would prepare a detailed business case for each opportunity, including setting out the key clinical, operational and financial risks, and how these would be mitigated. The Board would consider any business case recommended by the Executive Team, with a key focus being on the scale of risk from a patient, operational, financial and reputational perspective. A smaller Board sub-group may be established if more detailed scrutiny was required, and two NEDs (Mike Hawker and Sumit Biswas) had been nominated to take on additional responsibilities in relation to business cases. The CoG was advised that a number of potential new opportunities had been rejected in the past for capacity reasons. Anne Stebbing explained that SCAS was no longer a traditional ambulance service and that the urgent care work helped the organisation better function and integrate its various core services. She added that the case for change was strong given the ageing population.

• Loretta Light asked the NEDs how they gained assurance that robust winter planning arrangements were in place and that the problems that were experienced last year across the system would not be repeated

o The Chair stated that no guarantees could be given in this respect as not all of the factors required for a successful winter period were under the Trust’s control. Mike Hawker commented that demand could, and did, increase at various periods throughout the year and not just winter. He noted that the NEDs were therefore particularly focused on how demand in general was forecast and resources then allocated.

The Chair acknowledged that Portsmouth, in particular, had experienced a challenging winter last year, and explained how SCAS continued to engage with Portsmouth Hospitals NHS Trust at various levels, including Chair and Chief Executive. She highlighted some of the system and cultural challenges, before concluding that SCAS was cautious about providing reassurance that this winter would be better. She did, however, offer a view that SCAS was doing all it could to prepare for, and manage, the forthcoming winter period.

• Paul Ader, noting the recent focus on collaboration with LAS and IoW, asked whether talk

about Sustainability and Transformation Plans (STPs) and Integrated Care Systems (ICS) had subsided

o The Chair confirmed that STP and ICS work remained a major area of focus (‘business

as usual’), with SCAS being represented in each local health system in which it operated; this included specific system engagement roles for both EDs and NEDs

Sumit Biswas commented that the pace at which the various systems were moving was variable, and that questions had been raised about the size and scale of certain configurations. He informed the CoG that the Board had recently discussed the need for SCAS to be very clear about its role in each system, and how it could benefit but also be exposed to risk

• Jeanette Clifford asked for further details about the collaborative work with LAS, particularly in relation to procurement

o Mike Hawker stated that, although there had been largely unsuccessful previous

attempts to improve collaborative procurement, there was capacity to do more and take advantage of the extensive benchmarking data now available (e.g. as part of the ‘Model Ambulance’ initiative). He noted that both SCAS and LAS was approaching this with real intent


The Chief Executive advised that there had been some good collaborative procurement previously; for instance, around uniforms. He noted that the ambition for Trusts to work collectively on fleet procurement would be challenging given the range of different operating models in place across the sector. The CoG was informed that there was a range of factors to consider in relation to vehicles, including patient needs (the priority for SCAS), operational, financial and environmental.

• David Drew enquired as to how SCAS was approaching planning for Brexit in March 2019

o The Chair acknowledged that there were potential issues around people, vehicles, general supplies and medicines, and that she had held a number of conversations with Charles Porter. The CoG was informed that the Association of Ambulance Chief Executives was leading a sector-wide approach to Brexit, with SCAS well represented in the ongoing discussions. David Drew helpfully highlighted the SCAS Charity and its fundraising efforts as another area to consider.

• Bernadette Devine made some personal observations regarding the commissioning of PTS

and eligibility criteria issues

o The Chair thanked Bernadette Devine for her comments, noting that these issues were being raised by SCAS during its ongoing conversations with commissioners.

Other Items for Information/Discussion

4.1 – Nomination of a Deputy Lead Governor – Proposal The Chair provided some context to this item by explaining that she had chosen to separate the roles of Senior Independent Director and Deputy Chair in order to provide greater resilience on the Board, and more effectively spread skills and expertise. She noted that parallels could be drawn between this and the proposal regarding a Deputy Lead Governor (DLG) position for the CoG. Bob Duggan stated that 60% of CoGs had opted to introduce a DLG position and that he envisaged this to be complementary to the Lead Governor (LG) role, providing cover and continuity for the relatively narrow set of LG duties if the LG was absent for any reason. David Drew expressed a view that the proposal was a good idea, and a number of other Governors signalled their support of his comment. Paul Ader asked whether the SCAS LG role, which went beyond being a point of contact for the regulators, had been agreed previously. Steve Garside confirmed that the role description had been agreed by the CoG, and had been reviewed on a number of occasions (i.e. leading up to a LG appointment process) over the years. He noted that it had remained unchanged since being introduced. Bob Duggan commented that the role – as outlined in the Your Statutory Duties document – was not intended to be one involving the leadership of the other Governors. Bob Crocker highlighted an email sent by Barry Lipscomb ahead of the meeting, with a number of Governors commenting that they had not seen/received the email. Bob Crocker stated that Barry Lipscomb had expressed a view that he was against the concept of a DLG, believing that the SCAS CoG had never had such a role and that the absence of one had never been felt. Bob Crocker commented that he was unclear as to why the proposal was contentious, considering it to represent common sense. David Palmer noted that if the LG was incapacitated for any reason, and an issue arose with the CQC, having a nominated DLG to liaise with the regulator would be both helpful and prudent. The Chair stated that having a DLG would be good if the LG was not available for any reason; it would be beneficial from a resilience perspective but would not form part of any formal succession planning arrangements for a LG vacancy. Bob Duggan noted that this last point was clarified in his proposal.


The CoG discussed how activation of the DLG role would work. It was agreed that the LG would be required to inform the Company Secretary of any period in which he/she would be unable to discharge any of the duties agreed in the role description; the Company Secretary would then arrange for the DLG to assume these duties, immediately notifying the CoG of the instigation of this temporary arrangement and formally reporting as such at the next meeting of the CoG. It was noted that, whilst the terms of the LG and DLG appointments would run concurrently, the election of the LG would take place first and be followed by the election of the DLG, as outlined in section 6 of the paper. The CoG APPROVED the proposal to establish a DLG position in line with the remit, and process for appointment, set out in Enclosure E of the papers. 4.2 – NED Activities Anne Stebbing took her report as read and a number of questions were asked: • Loretta Light asked Anne Stebbing for her reflections on the recent CQC inspections of SCAS

and her own interview.

o Anne Stebbing advised that the interview had been very thorough and positive, and appeared to take account of the fact that she was still a relatively new NED. She noted interest in how the health and social care system as a whole worked, which was probably a reflection of her other/previous roles in other local NHS bodies

o Sumit Biswas commented that he and Mike Hawker had also been interviewed as part

of the ‘well-led’ inspection, and that he too had noted a strong focus on system working as well as risk management and assurance

o Anne Stebbing informed the CoG that her preparations for the CQC inspection had led

her to identify a need for the Quality and Safety Committee to have a very clear work plan, and that this was now being developed.

• Sabrina Chetcuti asked Anne Stebbing whether she had identified other areas that needed

strengthening in her opinion

o Anne Stebbing observed that, in her view, the clinical team had varying levels of ability and experience, and that this had also been recognised by Professor Helen Young. She noted that this was not uncommon and that processes were in place to develop, support and coach team members

o Anne Stebbing informed the CoG that she considered that the Trust’s approach to aggregated learning needed to be further improved. She advised that this was a complex task involving bringing a range of information together from across all of the Trust’s services and identifying – and then applying - cross organisational learning

Sumit Biswas, picking up on a question from the last meeting, advised that he was seeking to increase his level of assurance around the delivery of the Trust’s various Global Digital Exemplar projects and was attending Programme Board meetings with this in mind. 4.3 – CoG Development Programme - Update The Chair highlighted the importance and benefits to SCAS of having an effective CoG, and how the development programme was seen as contributing to this. Steve Garside explained that the two sessions on conduct and behaviours had seen good levels of engagement, and similar outcomes in terms of the behaviours the Governors considered they needed to exhibit in order to support the Trust’s values (caring, teamwork, professionalism and innovation).


The Chair confirmed that it was crucial that all Governors participated in the programme and that a further session on conduct and behaviours was being arranged for those six Governors who had been unable to attend a session on either 17 or 25 September. Steve Garside stated that he would be looking to identify dates for stage 3 of the programme (role clarity) as soon as possible. 4.4 – Company Secretary’s Report Steve Garside discussed the approach to meetings in 2019/2020, suggesting that the Governors may wish to increase the number of joint meetings with the Board of Directors from two to three (one of these meetings being the annual strategy workshop). Keith House noted that a view was emerging amongst the CoG that the joint meetings with the Board, which tended to be more collegiate in nature, helped deliver more productive outcomes. The CoG agreed with the proposal to have four formal meetings and three joint working meetings with the Board of Directors in 2019/2020. Action 4.4 Steve Garside to write out with details of the CoG meeting dates for 2019/2020 as soon as possible.

4.5 – Lead Governor’s Report Colin Godbold advised that Barry Lipscomb had asked him to present the Lead Governor’s Report and also deliver the CoG presentation at the recent Annual General Meeting. The paper was taken as read, and Sumit Biswas commented that he had not participated in a teleconference on 30 July to review the 24 July CoG meeting (this was acknowledged as an error in the report). Closing Business

5.1 – Any Other Business including Questions from Members/Observers The Chair noted that Jim Dunderdale had asked for an item to be discussed but was not present at the meeting. It was agreed to carry this forward to the next meeting on 10 January 2019. 5.2 – Agenda Planning for Next Meeting Steve Garside advised that the agenda for the 10 January meeting would include (as non standing agenda items): • quality accounts/priorities and identification of Governor selected indicator • process for the appointment of a LG and DLG from 1 April 2019 In terms of future briefing session topics, and further to the earlier discussions, David Drew advised that he would be happy to arrange for the Hampshire and Isle of Wight Air Ambulance Charity to attend and talk about their new operating model. It was agreed that this would be added to the forward programme, which would be reviewed by the CoG at each meeting. Action 5.2 Steve Garside to add ‘Hampshire and Isle of Wight Air Ambulance Charity – new operating model’ to the Governor briefing sessions forward programme.

5.3 – Review of Meeting The Chair stated that it would be helpful for Governors to collectively review the meeting, including considering the quality of information and discussions, and the ability of Governors to be able to challenge the NEDs.


A number of comments were made, including: • Loretta Light expressed a view that it had been one of the best CoG meetings she had

attended to date, with the concise agenda and effective chairing leading to some very good discussions. She commented that the briefing session on NHS111/IUC had been very helpful and that it would be good to have more NEDs at the formal meetings in future

• Colin Godbold supported Loretta Light’s view regarding the effectiveness of the formal meeting,

adding that it would be better to extend the briefing sessions from 30 to 45 minutes in future in order to allow more question time

• Jeanette Clifford stated that she felt that behaviours had been very different at this meeting, in

a positive way, and that the CoG development programme appeared to be proving to be beneficial in this respect

• David Palmer noted that the briefing session had been disturbed on a number of occasions by

late arrivals (due to the traffic) and that this might need to be kept under review The Chair stated that she personally had found the meeting to be very useful, particularly in terms of the various challenges to NEDs to explain how they go about seeking assurance. She cited the question about how the Trust evaluates new business opportunities as particularly pertinent, noting that this approach would help the Board and NEDs with the types of questions the CQC tended to ask during inspections. The Chair advised the CoG that she was hoping to support the CQC going forward as an Executive Reviewer; this would bring some helpful insights for SCAS, and was already providing some intelligence as to how the CQC approached inspections and identified who they wished to meet/interview. She advised that she would share relevant learning with the CoG as her Executive Reviewer role progressed. The Chair thanked everyone for their contribution to a very good meeting. 5.4 – Date and Time of Next Meeting It was noted that the next formal meeting in public would be taking place on Thursday 10 January 2019.


APPENDIX A – SAMPLE OF RECENT ENGAGEMENT ACTIVITIES UNDERTAKEN BY GOVERNORS GOVERNOR ACTIVITIES / COMMENTS / INTELLIGENCE SHARING Bob Crocker • Talk re CFR and wider SCAS activities to the Women’s Institute

• SCAS needs to think about branding/publicity of NHS111 service – still lack of awareness and negative perceptions

• Attended SCAS Board meeting and Annual General Meeting on 27 September – very impressed with information, preparation and functioning of meetings. Very interesting.

David Palmer • Engagement with new Student Paramedics, including to explain the role of Governors

Keith House • Adult social care budget pressures continue – adverse impact on NHS

Colin Godbold • Attended Berkshire Community Engagement Forum (low turn-out) – positive feedback re TVIUC service (inc. Healthwatch)

• Participated in 999 crew ride-out from Slough – very impressed with staff

Tony Nicholson • Attended 4/9 Membership and Engagement Committee meeting as an observer (question – what are we trying to achieve and how can we measure it?)

• Engaged with local CFR group – evidence of being somewhat disconnected from the ‘centre’ (no SCAS email accounts/limited contact with CETO)

• Need full list of SCAS CFR schemes on the public website Chas McGill • Participated in five recent public/member engagement events

• Impressed with the Education Team re: teaching CPR to young people

• Participated in 999 crew ride-out David Drew • Attended 4/9 Membership and Engagement Committee meeting David Chilvers • securing a clinician to be part of the Hampshire IUC co-design work

• flu season approaching – early signs of increasing demand Frank Epstein • educational visits to schools in CFR capacity

• CFR volunteering (technical issues with new smartphone – will discuss off-line with Philip Astle)

• Due to attend Annual Members Meeting on 6/10 at High Wycombe Bernadette Devine • CFR volunteering

• Highlighted proposed merger of NHS England and NHS Improvement, and focus on CQUIN payments (incentives for quality and innovation)

Jeanette Clifford • Supported Keith House’ assertion re: adult social care budget pressures

• South East Strategic Leaders meeting – focus on expected impact of Brexit

• Frimley Park Hospital recognition as a model employer (SCAS to look into)

• Attended 3/9 Audit Committee meeting – very interesting/impressive

• Used SCAS services as a patient – received very good treatment Lynn Dove-Dixon • Ad-hoc staff engagement duties

• Establishing a staff drop-in session(s) with Emma Crozier • Involvement with the SCAS well-being forum

Andy Bartlett • Expressed gratitude to Portsmouth PTS team for contribution to engagement events

• Planning various talks with different organisations


Paul Ader • Has been away on personal business in recent times Loretta Light • Engaged with local CFR group

• Plans to attend Oxfordshire Community Engagement Forum meeting in November

• Talk to local Women’s Institute group planned • Supporting community work to ‘map’ defibrillators

Anne Crampton • Now recovered from recent injury and ready to contribute to engagement programme

Sabrina Chetcuti • Attended 13/9 Quality and Safety Committee meeting – noted wide scope/depth of review and scrutiny

• CCG lay member role very busy – recent merger, focus on GP Forward View and winter pressures

Bob Duggan • Buddying meeting with NEDs Ilona Blue and Les Broude – very good

• Attended SCAS Annual General Meeting on 27 September • Due to attend Annual Members Meeting on 6/10 at High Wycombe

ENCLOSURE B

Matters Arising from the Meeting Held on 3 October 2018

Enclosure B



Title of Paper: Matters arising from the meeting held on 3 October 2018

Presented by: Steve Garside, Company Secretary


Information

Main Aim: To ensure good governance practice in confirming that the action points from the 3 October 2018 Council of Governors meeting are in hand / have been completed


There were nine actions arising from the previous meeting on 3 October 2018. Three of the nine actions have been fully completed. The remaining six actions all related to member/public engagement and were due to be considered at the Membership and Engagement Committee meeting on 19 December 2018. It is proposed that the Chair of the Membership and Engagement Committee, Mark Davis, provides a verbal report as part of item 4.2


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

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


N/A



Enclosure B Page 1 of 3 Author: SG

Enclosure B - Matters Arising Schedule – Council of Governors Meeting 10 January 2019 ACTIONS AGREED AT 3 OCTOBER 2018 COUNCIL OF GOVERNORS MEETING Ref No Agenda Topic Summary of Action Required Lead Due Date Status

Action 2.2a

Governor Engagement Feedback

The MEC to consider the feedback provided by Governors on engagement activity at their next meeting on 19 December 2018.

MD 19.12.18 Verbal update required This was due to be discussed at the Membership and Engagement Committee meeting on 19 December. Mark Davis and Monica Moro to provide a verbal update at the CoG meeting.

Action 2.2b


Monica Moro to look into the issues at Nursling Resource Centre which had led to problems booking the educational ambulance vehicle for engagement events and school visits outside of Hampshire, and to explore the opportunity of using an additional vehicle based in Bicester.

MM ASAP Verbal update required This was due to be discussed at the Membership and Engagement Committee meeting on 19 December. Mark Davis and Monica Moro to provide a verbal update at the CoG meeting.

Action 2.2c


The MEC to hold a further discussion on the proposed Oxfordshire engagement pilot at its next meeting, supported by a written paper from Paul Ader.

MD/PA 19.12.18 Verbal update required This was due to be discussed at the Membership and Engagement Committee meeting on 19 December. Mark Davis and Monica Moro to provide a verbal update at the CoG meeting.

Action 2.2d


Governors to contact Monica Moro with details of the engagement events they would like to attend; Monica Moro to provide more details on the various proposed school visits.

ALL ASAP Verbal update required This was due to be discussed at the Membership and Engagement Committee


meeting on 19 December. Mark Davis and Monica Moro to provide a verbal update at the CoG meeting.

Action 2.2e


Monica Moro to issue Governors with a standard USB stick containing key engagement presentations (e.g. the 2017/18 AGM presentation), liaising first with the IT Department for security/anti-virus advice.

MM ASAP Verbal update required This was due to be discussed at the Membership and Engagement Committee meeting on 19 December. Mark Davis and Monica Moro to provide a verbal update at the CoG meeting.

Action 2.2f


Monica Moro to circulate, via email, links to the two videos – ‘Welcome to Fresh Central’ and ‘Dial 999 for Emergencies’.

MM ASAP Action completed Links to the videos were circulated to all Governors by email on 5 October 2018.

Action 2.2g


Monica Moro to look into how the ‘Yammer’ social networking tool could/might be used to support public and member engagement activities and events.

MM 10.1.19 Verbal update required This was due to be discussed at the Membership and Engagement Committee meeting on 19 December. Mark Davis and Monica Moro to provide a verbal update at the CoG meeting.

Action 4.4

Company Secretary’s Report

Steve Garside to write out with details of the CoG meeting dates for 2019/2020 as soon as possible.

SG ASAP Action completed The 2019/2020 meeting dates were communicated on 17 October 2018. They are also shown in the Company Secretary’s Report.


Action 5.2

Agenda Planning for Next Meeting

Steve Garside to add ‘Hampshire and Isle of Wight Air Ambulance Charity – new operating model’ to the Governor briefing sessions forward programme.

SG ASAP Action completed The Governor briefing sessions forward programme has been updated and is shown below.

Governor briefing sessions forward programme January 2019 Finance April 2019 Legal and accountability framework for SCAS TBA Hampshire and Isle of Wight Air Ambulance Charity – new operating model South Central Fleet Services Limited Indirect Resources National Pandemic Flu Service Key for leads SG Steve Garside, Company Secretary MD Mark Davis, Public Governor and Chair of the Membership and Engagement Committee MM Monica Moro, Membership and Engagement Manager ALL All Governors

ENCLOSURE C

Council of Governors Development – Charter of Behaviours and General Update

Enclosure C



Title of Paper: Council of Governors Development - Charter of Behaviours and General Update

Presented by: Lena Samuels, Chair; John Bonney, Alendi Consulting (external facilitator)


Decision

Main Aim: To provide an update on the CoG development process and consider a draft Charter of Behaviours


The CoG agreed a proposal developed by the external facilitator working with SCAS for the next stages of the CoG Development Programme at its July meeting. Since then, three sessions have been held by the external facilitator on values based conduct (‘how we do business’) with 23 of the 25 Governors attending one of these. The sessions included a reflection on the types of behaviours Governors would like to see exhibited in supporting the Trust’s four values of teamwork, caring, professionalism and innovation. As an output to the sessions, a draft ‘Charter of Behaviour for SCAS Council of Governors’ has been produced. Governors are asked to consider the document which, in effect, they produced over the course of the three sessions. The next stage of the development programme focuses on role clarity with a session for all Governors on Tuesday 29 January.


To consider the draft ‘Charter of Behaviour for SCAS Council of Governors’ document

Previous Forum: 24 July 2018; 3 October 2018


N/A



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COUNCIL OF GOVERNORS 10 JANUARY 2019

ENCLOSURE C

COUNCIL OF GOVERNORS (CoG) DEVELOPMENT PROGRAMME – CHARTER OF BEHAVIOURS AND GENERAL UPDATE

PURPOSE 1 The purpose of the report is to present a short update on the ongoing CoG development

programme, and present a draft ‘Charter of Behaviour for SCAS Council of Governors’ which has been produced as an output from stage two of the programme.

BACKGROUND

2 The CoG considered a proposal developed by the external facilitator working with SCAS

(John Bonney, Alendi Consulting) for the next stages of the CoG Development Programme at its meeting on 24 July. In short, it was agreed that the Trust should proceed with the proposal but that each session should have clarity in terms of its objectives and intended outcomes, with one session feeding into the next and with refinements as appropriate.

STAGE 2 – PROMOTING VALUES BASED CONDUCT – “HOW WE DO BUSINESS”

3 A planning session was held with two Governors (Colin Godbold and Steve Haynes), John

Bonney and Steve Garside to discuss the proposed objectives and outcomes for stage two of the Development Programme.

4 Three similarly designed sessions on promoting values based conduct were held on 17

September, 25 September, and 14 November. In total, 23 out of the 25 Governors currently in post (92%) attended one of the three sessions, which were structured as follows:

• overview of session objectives

o stock-take on current behaviours o how Governors would like to operate o how Trust values and codes can be translated into a practical set of behaviours

Governors wish to see/not see…..such that the CoG ‘leads well’ and works effectively as a team and in its interactions with the Board/Trust

• feedback on key Governor survey results and outcomes of exercises undertaken during

stage 1 session (i.e. as relevant to stage 2 on behaviours and conduct) • exercise on ‘future perfect’ (how Governors would like to see a CoG meeting operate)

• exercise on identifying effective and ineffective Governor behaviours, linked to the four

SCAS values of ‘caring’, ‘teamwork’, ‘professionalism’ and ‘innovation’. 5 As a result of the three sessions, and mirroring similar frameworks that are in place for

Executive Directors, Non-Executive Directors (NEDs) and staff, a draft ‘Charter of Behaviour for SCAS Council of Governors’ has been developed from the material produced

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by all of the participants and is presented for consideration as an appendix to this supporting paper.

6 John Bonney will be present at the meeting and will discuss the draft Charter. STAGE 3 – ROLE CLARITY 7 Stage 3 of the Development Programme will focus on role clarity and the relationships

between Governors, NEDs and the membership. Emphasis will be placed on identifying what helps each group to function more effectively and how the other groups best support them. Again, as a starting point, the findings from the survey and the first event on 5 June 2018 will be examined. Separate sessions for Governors (29 January 2019) and NEDs (6 February 2019) will be undertaken to allow both groups to express their views candidly. The product will provide a précis of key issues emerging and practical steps to building more productive relationships.

8 As a reminder, the final session will bring the CoG and the entire Board together to build on

the work done around behaviours and relationships. The workshop will create a vision of what “Well Led” means in practical terms and where the Board and CoG are at present. The session will also focus on solution building to make improvements and gain commitment to making change.

9 A key element of the programme is to engage all Governors and give them ownership of

issues needing improvement and the solutions that are developed. The individual sessions are designed not only to build on each other but also to be flexible enough should significant new issues surface during the activities.

RECOMMENDATIONS TO THE COUNCIL OF GOVERNORS 10 The Council of Governors is asked to note the report, and consider the draft ‘Charter of

Behaviour for SCAS Council of Governors’. Steve Garside Company Secretary 27 December 2018

CharterofBehaviourforSCASCouncilofGovernors

Thischarterdevelopedbyussetsoutthestandardsofbehaviourthatwe,theCouncilofGovernorsofSCASNHSFoundationTrust,expectsfromallourGovernors.ThesebehaviourssupportourvaluesofCaring,Professionalism,InnovationandTeamwork,andalsohelptounderpintheSCAScodeofconductInsigningthisdocument,asaGovernor,Ideclaremycommitmenttoupholdingandpromotingthischarter

CA RI N G Forourpatientsandeachother

EffectiveBehaviours IneffectiveBehaviours

• Showrespectandempathytotheirfellowgovernors,ExecutiveDirectors,NED’s,staffandothers,treatingallwithcourtesyanddignity

• Supportoneanotherinorderthatallgovernors

understandissuesandareabletomakeavaluablecontribution

• UpholdandenhancethereputationofSCAS

throughmyconductandbyengagingwithstakeholdersandrepresentingtheirviewswithintheTrust

• Bedismissiveofothers,rudeandfailstorespectdifference

• Actimpatientlywithothersandfailstoprovide

supporttofellowgovernors• Disregardtheimportanceofthegovernor’s

representationalrole.Denigratesfellowgovernors,directors,staffortheTrustwithinternalorexternalstakeholders

PR OF ES S I O NAL I S M Settinghighstandards&deliveringwhatwepromise EffectiveBehaviours IneffectiveBehaviours

• Actinanopen,honestandtransparentwaybalancingthatwiththeneedtorespectconfidentiality.Sharesinformationwithinthecouncilinaninclusivemanner.

• Leadbyexamplebydemonstratingexemplary

behaviourandconductandbereadytoconstructivelychallengethosewhoundermineourvalues

• Celebratesuccessandgivecreditwhereitisduewhilstalsoconstructivelychallengingpoorperformance

• Committounderstandingandfulfillingtheroletothebestofmyabilities,topreparewellformeetingsandparticipateconstructively

• Bereadytolistentopersonalfeedbackandusethistolearnanddevelopandbereadytoofferthesameconstructivefeedbacktoothers.

• Failtoactwithintegrityandsharesconfidentialinformationwiththosenotauthorisedtoreceiveit.Presentsorsharesinformationinaselectivewayforownbenefit.

• Ignorethehealthandwell-beingofothersandactinawaywhichunderminesthevaluesoftheTrust.Turnsablindeyetoconductwhichfailstomeetthevalues

• Failtoappreciatetheworkofothersandyet

remainssilentinthefaceofpoorperformance.Criticisesmistakesorperformanceinademeaningway

• Failtoinvestone’sowndevelopment,andconsistentlyunderpreparesformeetings,actsdisruptivelyandconsciouslystepsoutsidetheremitoftheroleandthegovernanceprocesses

• Beoblivioustoone’sownconductandfailstoreflectonperformancewhilstshunningfeedback

IN N O V A TI O N Continuousimprovementthroughempowermentofourpeople

TEAMWORK Deliveringhighperformancethroughaninclusive&collaborativeapproachwhichvaluesdiversity

ColaborationandConnectivity–enableustoachieveoutstandingresults


• Beopen-mindedandformopinionsthroughenquiryandcarefulconsideration

• Strivealwaysforexcellencebutensurethatwheremistakesaremadetheyareacknowledgedandlearntfrom

• Acceptandencourageadiversityofmembership,

views,skillsandapproachseeingthisasasourceofinnovation

• Showcuriosityastohowothersachieve

excellenceandtobewillingtolearnfromthem

• Isun-empatheticanddogmaticinone’sviews,tooquicktojudgetheopinionsandideasofothers

• Blameothersandisunwillingtoseelearningfromthemistake

• Beclosedtothevalueofdifferencesandfeels

threatenedbyit

• Beinsularinone’sapproachtoproblemsolvingandunawareofdevelopmentsacrossthesector


• Allowotherstobeheardbylisteningcarefullytotheirviewsandrespectingtheircontributionbyconsideringitcarefully

• SharethecommongoaloftheTrustwhich

placespatientsatthecentreofourdecision-makingandavoidspursuingpersonalinterests

• Encourageaclimatewhereallcanspeakup,andthatrespectfulchallengeisinvited

• RecogniseweareanimportantpartoftheTrust

andneedtoowntheproblems,thesuccessesandourdecisionsasgovernors

• Seektodominatethediscussionandbeimpervioustotheviewofothers

• Pursueowninterests/agendaattheexpenseoftheprioritiesoftheTrust,Trustmembers,publicandparticularlythewellbeingofpatients

• Beunawareofone’sownimpactonothersandchallengesinanegativeanddemeaningway

• Adoptan“usandthem”approachwhenfulfillingdutieswithintheTrust

ENCLOSURE D

Report from the Nominations Committee

Enclosure D



Title of Paper: Report from the Nominations Committee

Presented by: Noting the conflict of interest for elements of the papers, a combination of: • Lena Samuels, Chair • Members of the Nominations Committee • Steve Garside, Company Secretary


Decisions

Main Aim: To present four recommendations from the Nominations Committee to the CoG covering NED re-appointments, appraisal and remuneration


• The CoG is asked to consider the re-appointment of NEDs Nigel Chapman and Sumit Biswas for second terms

• The CoG is asked to consider a more structured and flexible approach to NED re-appointments

• The CoG is asked to note that arrangements are in place for the comprehensive appraisal of the Chair and NEDs for 2018/19

• The CoG is asked to agree to adjustments to Chair and NED remuneration levels following a comprehensive review including reference to latest benchmarking information


To consider four recommendations as outlined in the paper

Previous Forum: N/A


Yes



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ENCLOSURE D

REPORT FROM THE NOMINATIONS COMMITTEE BACKGROUND

1 The Nominations Committee (NC) is one of two committees of the Council of Governors

(CoG). Its terms of reference – shown at Appendix A – include making recommendations to the full CoG in respect of:

• the appointment of the Chair and Non-Executive Directors (NEDs) • the remuneration, allowances and terms of appointments of the Chair and NEDs • the re-appointment of the Chair and NEDs • the appraisal of the performance of the Chair and NEDs

2 The CoG should, wherever possible, seek to place reliance on the work undertaken by the

NC. For information the current membership of the NC is as follows:

• Lena Samuels (Trust Chair and Chair of NC) • Barry Lipscomb (in capacity of Lead Governor) • Bob Duggan (in capacity of Public Governor appointed to the NC) • Keith House (in capacity of Partner Governor appointed to the NC) • David Palmer (in capacity of Staff Governor appointed to the NC)

3 The NC met on 28 November 2018 to consider in detail a range of issues. These are reported to the CoG below and incorporate specific recommendations. In considering the issues, the NC referred to the following documents, the last two of which were approved previously by the CoG and are available on the Governors portal:

• ‘Your Statutory Duties: A Reference Guide for NHS Foundation Trust Governors’ • ‘Monitor Code of Governance’ • ‘SCAS Appointment and Re-Appointment of Chair and NEDs Policy’ • ‘SCAS Chair and NED Remuneration Policy’

DECISION 1 - NED RE-APPOINTMENTS – NIGEL CHAPMAN AND SUMIT BISWAS 4 The NC considered a proposal from the Chair that Nigel Chapman and Sumit Biswas be re-

appointed for second terms when their current terms expire on 28 February and 30 June respectively.

5 The NC acknowledged that it has been almost the norm for SCAS NEDs to serve a

minimum of two terms (six years) if they are performing well and provide skills and expertise that is required by the Trust Board.

6 Applying the ‘SCAS Appointment and Re-Appointment of Chair and NEDs Policy’, the NC

considered for each NED:

• a summary of the last three years of performance appraisal (all of which incorporated Governor feedback)

• a personal statement confirming the NEDs intention to seek re-appointment

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• a summary of attendance at Board, Board Committee and CoG meetings over the last twelve months

• an assessment by the Chair of the balance of skills of the NED team and the particular contribution made by both NEDs to this

• the position in relation to: o the requirements of the ‘Fit and Proper Person’ test for Directors o independence and ability to deliver an objective NED role o the time commitment they are able to give to the role

7 The NC unanimously supported the proposal and therefore makes the following

recommendation to the CoG.

Recommendation 1 The CoG is asked to consider the re-appointment of Nigel Chapman and Sumit Biswas for second terms of three years each from 1 March and 1 July 2019 respectively, subject to continued good performance for the remainder of their first terms.

DECISION 2 - NED RE-APPOINTMENTS – GENERAL POLICY

8 Reflecting on previous NED re-appointment exercises, the NC considered the value of

having a more structured and planned approach to the re-appointment of NEDs beyond the traditional two terms (six years), noting that a fairly reactive and ad-hoc approach to this had been applied on occasions in the past.

9 The NC acknowledged that, whilst the SCAS policy allowed for a NED to serve longer than

nine years (albeit subject to rigorous review), the new UK Corporate Governance Code - which primarily applies to listed companies but is pertinent because it is a benchmark of good corporate governance on which the NHS bases its own corporate governance framework - indicates that for independence reasons nine years should be the cut-off point for total NED service.

10 The NC confirmed their support for the UK Corporate Governance Code standpoint (i.e.

capping a NED’s service at nine years) as well as an approach that was more systematic but also allowed for some flexibility. It was suggested that a standardised approach of two terms of three years, followed by a further term of one, two or three years (based on an assessment of requirements at that point) would satisfy this criteria; a fourth term could be granted in exceptional circumstances if the third term was only for one or two years (however, a third term would be the final one in most cases).

Recommendation 2 The CoG is asked to consider refining the Trust’s policy on NED re-appointments such that: • a NED would serve for a maximum of no more than nine years • two terms of three years would be seen as a norm (subject to the normal re-

appointment criteria) • an option would exist for a third term of one, two or three years (based on an

assessment of requirements at that point) • in very exceptional circumstances, a fourth term could be granted making up the

balance to nine years. DECISION 3 - CHAIR AND NED APPRAISALS 2018/19

11 The NC noted that the approach to Chair and NED appraisals in 2017/18 had been the

most comprehensive to date and had included:

• feedback from Governors (online survey) • feedback from Board members and the Company Secretary • review meetings with the Chair (or Senior Independent Director in the case of the Chair)

to review progress against prior year development objectives, and data relating to the

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delivery of duties (including attendance at meetings, staff and stakeholder engagement, take-up of statutory and mandatory training etc).

12 The NC agreed that this approach should be continued in 2018/19 with two additional

refinements:

• reflecting the values based behaviours appraisal approach that has been introduced across the Trust during 2018/19, the appraisal of the Chair and each NED should also include an evaluation of the extent to which the individual has performed their role in a manner consistent with the Trust’s four values: teamwork, caring, professionalism and innovation (agreed behaviour sets for NEDs are in place to support this process)

• given that the leadership expectations of NHS Chairs continue to evolve beyond purely

chairing the Board (and the CoG in the case of a Foundation Trust), the appraisal of the Chair should also include an evaluation against best practice and namely the NHS Leadership Academy’s Nine Dimensions of Leadership Behaviour:

o inspiring a shared purpose o leading with care o evaluating information o connecting our service o sharing the vision o engaging the team o holding to account o developing capability o influencing for results

13 The NC resolved that they would consider the questions to be used in the Governor

surveys for the 2018/19 Chair and NED appraisals in early 2019, although most of the questions used in 2017/18 would continue as they helped set a useful benchmark.

Recommendation 3 The CoG is asked to note that arrangements are in place for the comprehensive appraisal of the Chair and NEDs for 2018/19 and to complete the Governor surveys that will be issued to capture their input in March/April.

DECISION 4 - SCAS CHAIR AND NED REMUNERATION

14 The NC, with the exclusion of the Chair, considered the outcomes of a comprehensive

review of Chair and NED remuneration levels which had been undertaken by the Company Secretary in accordance with the ‘SCAS Chair and NED Remuneration Policy’.

15 The timing of the review reflected receipt of updated benchmarking data from NHS

Providers and reflection over the changing nature of Chair and NED roles within the NHS, noting that no changes to the remuneration levels for the core Chair and NED roles within SCAS had been made since 2013.

16 The ‘SCAS Chair and NED Remuneration Policy’ requires four factors to be considered:

• changes in the Chair and NED roles/responsibilities • changes in market conditions (i.e. remuneration levels for Chairs/NEDs across the NHS

Foundation Trust sector) • legislation • executive pay levels

17 The NC noted, in relation to two of the four factors, that:

• whilst there have been no changes to the generic Chair or NED role as required by legislation, the environment in which SCAS operates has become even more complex, as typified by the focus on system working/collaboration in recent times – SCAS is currently part of ten Integrated Care Systems (ICS) and four Sustainability and

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Transformation Plans (STPs). It also has an ambitious commercial strategy and the Trust is operating in areas outside of its core geography, including Surrey and Sussex.

• the SCAS Chair is expected to play a major leadership role in the Trust’s system working/collaboration across the South Central region, beyond the core role of chairing the Board and the CoG. This means that the indicative time commitment SCAS set for the Chair role of an average of three days per week is proving to be understated.

• the environment in which SCAS is operating also applies to the NEDs. As a result, the

current expectations of SCAS NEDs beyond the core role (i.e. attendance at, and preparation for, Board/committee meetings) are fairly significant and include system engagement, staff engagement/leadership visits, individual portfolios and governor buddying. This means that the indicative time commitment SCAS sets for the NED role of an average of approximately four days per month is proving to be understated.

• the latest benchmarking data from NHS Providers indicates that remuneration for the

SCAS Chair role has fallen comfortably below the benchmarks for the whole NHS Foundation Trust sector, the NHS Foundation Trust sector in the southern region, and the Ambulance NHS Foundation Trust sector (based on all five organisations).

• the benchmarking data also indicates that remuneration for the SCAS core NED role

(i.e. excluding additional responsibilities linked to chairing or Deputy Chair/SID role) is broadly £1,000 below appropriate benchmarks.

18 An analysis of the latest available benchmarking data on Chair/NED remuneration levels is

shown at Appendix B for information. 19 Acknowledging the importance of equity/fairness, the considerable increase in time

commitment expected of the SCAS Chair and NEDs, and the need to stay in line with the rest of the market in relation to remuneration, the NC wish to make the following recommendation to the CoG.

Recommendation 4 The CoG is asked to consider recommendations from the NC as follows: a) for reasons of equity and market competitiveness (i.e. to protect the Trust’s future ability to recruit and retain a Chair of the required calibre), remuneration for the SCAS Chair role should be increased in line with the Ambulance NHS Foundation Trust sector average (i.e. from £40,000 to £44,500) with effect from 1 April 2019

b) for similar reasons to a), remuneration for the core SCAS NED role should be increased in line with the ambulance FT sector average (i.e. from £12,000 to £13,000) with effect from 1 April 2019. c) given the changing environment in which SCAS is operating, and the associated additional responsibilities faced by the Chair and NEDs, the current role descriptions should be reviewed and updated

CONCLUSION

20 The NC has considered a range of issues associated with its terms of reference. It now

makes four recommendations for consideration by the full CoG. Steve Garside Company Secretary 28 December 2018

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APPENDIX A – CoG NOMINATIONS COMMITTEE TERMS OF REFERENCE

SOUTH CENTRAL AMBULANCE SERVICE NHS FOUNDATION TRUST

COUNCIL OF GOVERNORS - NOMINATIONS COMMITTEE TERMS OF REFERENCE

1. Constitution 1.1 The Council of Governors hereby resolves to establish a Committee of the Council of

Governors to be known as the Nominations Committee, in accordance with the Trust’s constitution and the Monitor Code of Governance.

1.2 The Nominations Committee is referred to in this document as ‘the Committee’.

2. Purpose 2.1 The purpose of the Committee is to consider and make recommendations to the

Council of Governors relating to the:

• appointment of the Chair and Non-Executive Directors • remuneration, allowances and terms of appointments of the Chair and Non-Executive

Directors • re-appointment of the Chair and Non-Executive Directors

2.2 In making recommendations the Committee shall:

• agree the process for the recruitment of the Chair and Non-Executive Directors taking into account the qualifications, skills and expertise required.

• work with the Chair to agree the process for the evaluation of the Non-Executive Directors, and with the Deputy Chair to agree the process for the evaluation of the Chair.

3. Membership 3.1 The Committee shall have no more than five members, appointed by the Council of Governors. The composition will include the Trust Chair, Lead Governor, and one governor from each of the following categories: staff, public and appointed. 3.2 The Chair of the Trust will be the Chair of the Committee. In the event that matters relating

to the Chair of the Trust are being discussed, including his/her appointment, reappointment or remuneration, the Deputy Chair of the Trust will deputise.

4. Quorum 4.1 The quorum necessary for formal transactions of business by the Committee shall be three

members, including either the Chair (or Deputy Chair) of the Committee. 5. Attendance 5.1 Only members of the Committee have a right to attend. 5.2 The Deputy Chair shall be invited to attend meetings when matters relating to the Chair of

the Trust are being discussed. 5.3 The Chief Executive and/or other officers from the Trust executive may be invited to attend

meetings as determined by the Committee Chair. 5.4 The Company Secretary will provide secretarial duties to the Committee and shall attend to

take minutes of the meeting and provide support to the Chair and Committee members.

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5.5 Attendance at Committee meetings will be disclosed in the Council of Governors section of the Trust’s Annual Report and Accounts.

6. Frequency 6.1 The Committee shall meet as required to fulfill its duties but will meet at least once a year. 7. Authority 7.1 The Committee has no powers other than those specified in these Terms of Reference. 7.2 The Committee is authorised by the Council of Governors to:

• investigate any action within its Terms of Reference. • seek any further information it requires from any employee or governor (and all

employees and governors are directed to cooperate with any reasonable request made by the Committee).

• obtain outside legal or other independent professional advice, subject to cost-

effectiveness considerations, and to secure the attendance of outsiders with relevant experience and expertise if it considers it to be necessary. It may challenge the reports and duties of other Committees to ensure due and robust business processes are in place.

• commission research, surveys or other activities, as necessary for it to obtain required

knowledge and information.

• develop policies, procedures and guidelines on matters concerning its duties, for approval by the full Council

8. Duties 8.1 Appointment of the Chair and Non-Executive Directors

a) Develop a process for the timely selection and appointment of new candidates for the

office of Chair or Non-Executive Director of the Trust, that has regard to the expected needs of the Board at the time of the appointment and which follows best practice in recruitment processes. In particular the process should include:

i. The requirement to use open advertising and/or the services of external

providers to facilitate and search for candidates, as appropriate ii. The requirement to consider candidates from a wide range of backgrounds iii. The requirement to consider candidates on merit against objective criteria

ensuring that candidates have sufficient time available to devote to the position

b) Make recommendations to the Council of Governors on the appointment

of the Chair and Non-Executive Directors.

c) Ensure that on appointment, candidates receive a formal letter of appointment setting out what is required of them in terms of their duties and time commitment

d) As part of the process of the Council of Governors approving the appointment of the

Chief Executive, carry out any review on behalf of the Council of Governors and make recommendations, as required

The Committee will complete this duty having satisfied itself that its recommendations fulfill the Trust’s needs in terms of skills and experience.

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8.2 Re-appointment of the Chair and Non-Executive Directors a) Make recommendations to the Council of Governors as appropriate concerning the re-

appointment of the Chair and any Non-Executive Director at the conclusion of their specified term of office. In making a recommendation, the committee shall give due regard to the individual’s performance in post and their ability to continue to perform adequately in light of the knowledge, skills and experience required at the time the re-appointment is to take effect. The Committee will also consider the balance between the need for continuity and the need to progressively refresh the Board.

b) Have regard to the principles of the NHS Foundation Trust Code of Governance and

the provisions in the Trust’s Constitution regarding terms of office and the process of appointment.

The Trust will complete this duty taking into account the existing candidate against the current job description.

8.3 Remuneration of the Chair and Non-Executive Directors:

a) Make recommendations to the Council of Governors regarding the remuneration,

allowances and other terms and conditions of the Chair and Non-Executive Directors; making an assessment as to the level of remuneration required to attract and retain individuals of the right calibre and with the skills required.

b) In determining the nature of the recommendation, the Committee will take into account all factors that it deems necessary. These will include the scope of responsibilities of the individuals concerned, the expected time commitment of the post, rates of pay in comparable organisations, the general level of pay increases within the Trust and the wider NHS, and guidance issued by the Independent Regulator or other relevant bodies.

c) Consider the use of external professional advisors on market pay rates and trends if

deemed necessary and cost effective.

8.4 Other Matters

a. Working with the Deputy Chair and the Chair to agree the process and make recommendations concerning the performance of the Chairman and Non-Executive Director

b. Receive reports on the process and make recommendations to the Board and the Council

of Governors for the appraisal of the performance of the Chairman and Non-Executive Directors

c. Work with the Chair and Deputy Chair to develop succession plans for the Chairman and

Non-Executive Directors d. Advise the Board of Directors as to the committee’s views on the structure, size and

composition of the Board of Directors

e. Consider any matter relating to the continuation in office of the Chairman and Non-Executive Director when requested to do so by the Board or the Council of Governors

f. Agree each year a schedule of business of the Committee’s intended activities

g. Unless otherwise agreed, recommendations for approval by the Council of Governors will

be presented to it at the first available meeting following the meeting of the Committee 9. Reporting 9.1 The Committee shall be directly accountable to the Council of Governors.

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The Chair of the Committee shall report formally to the Council of Governors on its proceedings after each meeting on all matters within its duties and responsibilities, and draw to the attention of the Council of Governors any significant issues that require disclosure.

The Committee shall make a statement in the Annual Report about its activities, the main areas that it has reviewed, how it has discharged its responsibilities and the process used to set levels of remuneration and terms of service.

10. Support 10.1 The Committee shall be supported by the Company Secretariat and duties shall

include:

• agreement of the meeting agendas with the Chair of the Committee; • providing timely notice of meetings and forwarding details including the agenda and

supporting papers to members and attendees in advance of the meetings: • enabling a disciplined timeframe for agenda items and papers, such that at least five

working days prior to each meeting, papers (printed and emailed) will be issued to all Committee members and any invited governors, Directors and officers.

10.2 Recording formal minutes of meetings and keeping a record of matters arising

and issues to be carried forward, circulating draft minutes to the Chair for approval within seven working days from the date of the last meeting and to the wider committee within ten working days.

10.3 Advising the Chair and the Committee about fulfilment of the Committee’s Terms of

Reference. 11. Confidentiality 11.1 All members of the Committee are required to observe the strictest of confidence regarding

the information presented to the Committee and must not disclose any confidential information either during or after their term of membership. Failure to comply with these requirements could result in the termination of membership of the Committee.

12. Review

• the Committee will undertake a self-assessment at the end of each meeting to review its effectiveness in discharging its responsibilities as set out in these Terms of Reference

• the Committee shall review its own performance and Terms of Reference at least once

a year to ensure it is operating at maximum effectiveness. Any proposed changes shall be submitted to the Council of Governors for approval.

• these terms of reference shall be approved by the Council of Governors and formally

reviewed at intervals not exceeding one year.

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APPENDIX Bi – CHAIR AND NED REMUNERATION BENCHMARKING DATA Chair Role SCAS current

Whole NHS Foundation Trust sector

Ambulance NHS Foundation Trust sector

South Region NHS Foundation Trust sector

SCAS future (recommended)

40,000

47,500 44,200 45,400 44,500* * increase would equate to 11.25%, equivalent to 1.9% per annum since last adjustment in 2013 NED Role (core role, excluding allowances for Deputy Chair, SID, committee chairing etc.) SCAS current

Whole NHS Foundation Trust sector

Ambulance NHS Foundation Trust sector

South Region NHS Foundation Trust sector

SCAS future (recommended)

12,000 13,184 13,100 12,922 13,000 * increase would equate to 8.33%, equivalent to 1.4% per annum since last adjustment in 2013 APPENDIX Bii – NEW SCAS REMUNERATION LEVELS FROM 1/4/2019 IF ACCEPTED Role £ per annum

Trust Chair 44,500 NED 13,000 NED with Senior Independent Director responsibilities - additional 2,000 NED with Deputy Chair responsibilities - additional 1,000 NED with Audit Committee Chair responsibilities - additional 3,000 NED with Quality and Safety Chair responsibilities - additional 3,000 NED with Charitable Funds Chair responsibilities - additional 3,000 * the overall total increase in remuneration entitlement, based on the current composition of eight NEDs including the Chair, would be £11,500 (8.5%). The current SID does not receive remuneration as a civil servant.

ENCLOSURE E

Update on Quality Accounts Priorities including Selection of 2018/19 Clinical Quality Indicator

Enclosure E



Title of Paper: Update on Quality Accounts Priorities including Selection of 2018/19 Clinical Quality Indicator

Presented by: Professor Helen Young, Director of Patient Care


Decision

Main Aim: To select a local clinical quality indicator for review by the Trust’s External Auditors


The purpose of the paper is to make a recommendation regarding the selection of a local quality indicator for auditing by Grant Thornton (the Trust’s external auditors) as required by NHS Improvement (NHSI) of all NHS Foundation Trusts. The recommendation is around call abandonment rates, which is important to all three core services of 999, 111 and Patient Transport Services. The paper also provides a summary of progress for Governors on the ‘in year’ Quality Account priorities, reporting that good progress is being made


Selection of a local clinical quality indicator for review by the Trust’s External Auditors

Previous Forum: January 2018 (i.e. annually)


Yes



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ENCLOSURE E

UPDATE ON QUALITY ACCOUNTS PRIORITIES INCLUDING SELECTION OF 2018/19 CLINICAL QUALITY INDICATOR

PURPOSE

1 The purpose of the paper is to outline the rationale for selecting the local quality indicator for auditing by Grant Thornton (the Trust’s external auditors) as required by NHS Improvement (NHSI) of NHS Foundation Trusts and to provide a summary of progress on the ‘in year’ Quality Account priorities for noting.

BACKGROUND

2 This paper provides a summary overview of the in-year (up to Q2) progress against the Quality Account. In order to contextualize the position and progress, this paper should be read in conjunction with the Quality Account on pages 158-168 of the Annual Report (including the Quality Accounts) which is publically available. On these pages each indicator is described, the reason for choosing it articulated and, how it was achieved. This summary is to be noted by the Council of Governors.

3 The paper then recommends that Governors select the indicator on call

abandonment for external auditing as per NHSI Quality Account Regulations.

INTRODUCTION AND OVERVIEW OF QUALITY ACCOUNTS 4 A quality account provides the public, out commissioners and staff information about

South Central Ambulance Service’s (SCAS) quality of care to patients, carers and families. It is part of the Annual Reporting requirements for NHSI. It also provides a framework to assess the quality of the service on what matters to patients.

5 The Quality Accounts provide assurance about our commitment to improve the

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

6 The accounts are publically available documents, sent to NHS England and NHSI, published on our website and NHS Choices, and are delivered through local clinical leadership, monitoring processes such as audit and surveys and analysis of incidents/complaints/claims as well as a range of other performance measures.

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7 Quality reports encourage Foundation Trust Boards to focus on quality improvements and take ownership for priorities and measures within them. It provides an opportunity for a wide debate on quality, including with the Council of Governors.

8 The priorities for a Quality Account are developed through a process of engaging

with staff and stakeholders and follow emerging themes identified throughout the year, as well as addressing some of our challenges. They are also developed from feedback from users of our services including staff, patients and other professionals and our Care Quality Commission (CQC) actions. Quality Accounts do not describe all the initiatives the Trust focuses on.

9 Quality Accounts cover a range of topics selected as an ongoing process from

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

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

10 The Clinical Quality Indicators were designed with the aim of promoting a culture of

continuous improvement involving clinicians, managers and commissioners. PROGRESS ON CURRENT QUALITY ACCOUNT PRIORITIES

11 The full progress report and detail was presented at the Quality and Safety

Committee meeting on 20 December 2018. The table below highlights progress to date on the in-year priorities (green indicating compliance or further forward than plan; and amber meaning on track).

12 Below the table is a selection of some examples demonstrating the reason the RAG rating has been applied.

Patient Safety

1a To implement and assess the effectiveness of the NEWS2 scoring system for Sepsis care (identifying patients with sepsis early)

1b To improve hand hygiene audit compliance (all services)

http://aace.org.uk/wp-content/uploads/2013/11/AMB-QI-guidance-v1.311.doc

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1c To implement the new NICE Mental Capacity Act (MCA) guidance – improving awareness and parity

Clinical Effectiveness

2a To review and improve call abandonment for NEPTS (Non-Emergency Patient Transport Service), 999 and 111 (2 year priority) final year

2b To increase clinical assessments in CCC (call centres) ensuring consistent methods and application across the services (3 year priority) 2nd year

2c To improve long waits in the new Ambulance Response Programme (ARP) response categories

Patient Experience

3a To conduct a survey of patients using the 999 service highlighting improvement actions to be taken to improve patients experience of the service

3b To improve the focus on improving staffs health and wellbeing at work in relation to stress.

3c To improve end of life care in NEPTS (Non-Emergency Patient Transport Service) across all contracts

1a – To implement and assess the effectiveness of the National Early Warning Scheme 2 (NEWS2) scoring system for sepsis care (identifying patients with sepsis early) (p. 158 of the Annual Report)

• In 2019 there will be a national Ambulance Clinical Quality Indicator (ACQI) for sepsis.

• In Quarter 2 the NEWS2 training has been embedded into face-to-face training, and 58% of frontline staff are now fully trained in the use of NEWS2.

• A NEWS2 score is now automatically calculated on the electronic patient reporting

(ePR) devices used by the frontline crews. At the bottom of each completed set of vital signs a NEWS2 score is displayed. SCAS is the first ambulance service in the UK to use NEWS2; ahead of the national deadline for implementation of March 2019.

• SCAS will have the ability to record a NEWS2 score at point of booking, i.e. for

healthcare professional (HCP) calls. The call takers will be able to record NEWS2 in Adastra (NHS 111) or on iCAD (999).

1b – To improve hand hygiene audit compliance (all services) (p. 159 of the Annual Report)

• Preparations are continuing with a Hand Hygiene Education tour around SCAS. It is proposed that this will include a short power point presentation, UV light hand washing assessment and a multiple choice question paper/quiz, distribution of an education pack to include an Infection Control Hygiene Guide Booklet.

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• Introduction of a new tab on eCARS Dashboard to improve visibility for individual staff

to be able to view their own compliance and managers to be able to monitor their team’s compliance.

• A new link on the SCAS intranet ‘Do It Online’ has gone live, to obtain easier access to

the audit system. 1c – To implement the new NICE Mental Capacity Act (MCA) guidance – improving awareness and parity (p. 160 of the Annual Report)

• SCAS will first undertake a baseline assessment to identify areas that need to be addressed prior to the implementation of the guideline. This will include a review of the Mental Capacity Act (MCA) education sessions. These will be amended where necessary to reflect the requirements of the NICE guideline.

2a – To review and improve call abandonment for NEPTS (Non-Emergency Patient Transport Service), 999 and 111 (2 year priority) final year (p. 163 of the Annual Report)

• The call handler script has been reviewed and includes promotion of the on-line service. A memo was recently sent out to the team reminding them of the importance of promoting this service. Once the learning and development lead has been appointed they will be tasked to deliver an overview session on on-line and Patient Zone to improve understanding of the service.

• The Sussex non-emergency patient transport service (NEPTS) area has begun a call

handler rota review in November 2018 to better align staff availability for answering calls in line with demand.

• In NHS111 the call abandonment target is <5% and in October it was 4.06% - May

2018 recorded the best performance which was 1.5%.

• In 999 the call abandonment rate was less than 1% throughout 2018 (0.56% in October 2018).

• The call abandonment rates continue to be reported monthly in the Integrated

Performance Report. 2b – To increase clinical assessments in clinical co-ordination centres (CCC) ensuring consistent methods and application across the services (3 year priority) 2nd year (p. 164 of the Annual Report)

• The Green project, now called the Accelerated Clinical Triage (ACT process), has been implemented and went live in November 2017.

• Long waits are monitored in the north and south at monthly long waits meeting and

the process has been signed off with commissioners. These reports are presented to each Patient Safety Group (PSG).

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2c – To improve long waits in the new ARP response categories (p. 165 of the Annual Report)

• The long waits group, which is a sub-group of PSG, includes an agreed definition as part of the terms of reference for the group. This group meets monthly to review long waits and to identify areas requiring further investigation.

• Quality and Safety Committee have commissioned a deep dive into Category 1 long

waits and Category 1 transport in Q3 and Q4. 3a – To conduct a survey of patients using the 999 service highlighting improvement actions to be taken to improve patients’ experience of the service (p. 166 of the Annual Report)

• Through the Trust’s website, SCAS invites service users to submit their compliments, complaints and feedback via the Patient Experience Team or via completing our existing online patient feedback survey which is permanently available.

• SCAS offers free text boxes for respondents to provide narrative comments which

gives us greater insight in to what has gone well and what can be improved.

• SCAS will issue 500 postal surveys each month during Q3 2018 to randomly selected callers and patients who have used the 999 service in the previous month.

• In line with other patient surveys issued by the Trust, we anticipate a 15% response

rate. From 1500 surveys issued we expect to receive a minimum of 225 responses over the three month period. This will allow us the opportunity for analysis of insightful feedback received over a shorter period of time.

• We have included the option for responders to indicate if they are a carer.

• SCAS are working with National Ambulance Services Patient Experience Group

(NASPEG) to understand the 999 patient surveys used by other ambulance trusts nationally.

3b – To improve the focus on improving staffs health and wellbeing at work in relation to stress (p. 167 of the Annual Report)

• Health and Wellbeing roadshows continue across the Trust, with a plan for 2019 being devised, to ensure the profile of the team and the work they are doing is known Trust wide.

• The internal sickness audit plan has been approved by the board and is being rolled out. This is as a result of the internal audit that was carried out and recommendations received. The action plan includes but is not limited to, internal improvements on sickness reporting, policy improvements and improvements to the services provided by occupational health. It remains an area of focus for the organization.

3c – To improve end of life care in NEPTS across all contracts (p. 168 of the Annual Report)

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• A new PTS Standard Operating Procedure (SOP) entitled ‘Expected and Unexpected Death in the Patient Transport Service’, has been developed, ratified through Patient Safety Group, and cascaded to a both Operational and Contact Centre PTS staff. This SOP provides guidance to staff on what to do when a patient passes away in their care. It covers multiple scenarios and references both expected and unexpected deaths.

• The issue of Hospice’s reluctance to admit end of life patients who pass away en

route to them has been escalated to Commissioners in the Hampshire contract area.

MANDATED INDICATORS (AMBULANCE SERVICES) FOR THE 2018/19 QUALITY ACCOUNTS

13 For ambulance trusts the mandated indicators for quality will be issued in the new

year (January 2019) but it is likely that they will remain the same or similar as the previous year, as described in the detailed requirements for quality reports 2017/18 set out by NHSI:

• To report on Ambulance response times (Category 1 and 2) benchmarked

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

nationally)

The above indicators are audited by the external auditors for the Quality Account limited assurance report alongside a locally selected indicator by the Council of Governors. SELECTING A LOCAL INDICATOR FOR AUDIT TESTING 14 The priority below is the suggested indicator for testing, as it appears in the Quality

Account.

15 Note: Grant Thornton (external auditors) would audit the quality and accuracy of the data SCAS report on - not on the achievement of the priority or target as set out by NHSI.

Clinical Effectiveness.

To review and improve call abandonment for NEPTS (Non-Emergency Patient Transport Service), 999 and NHS 111 (2 year priority) (included in the 2016/17 and 2017/18 Accounts p. 163) Conduct a review of our call announcements on our HCP and patient facing lines to

ensure that our online system is promoted – creating a baseline measure of callers that use online services

We will review our call scripts to ensure that our staff promote pre-planned activity

being placed via our online system Review our Patient Zone and release this functionality to the PTS contracts that this is

not currently contractually bound to deliver

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We will review our call announcements on our HCP and patient facing lines to ensure that our online system is promoted

Ensure an abandonment rate of below 1% in line with the national threshold

Rationale to choose the clinical effectiveness indicator – 2a Call Abandonment.

16 SCAS identified a two-year priority for demonstrating an improvement in call

abandonment rates. We know through our feedback from the public that call answering and messages are important to those calling us.

17 By answering the phone in a timely way it instills confidence in our services, promotes

a good experience for users and is a key safety indicator. This focus on this indicator will ensure that SCAS are not having problems with people telephoning 999/PTS and NHS 111 and not being able to get through.

18 SCAS already has a robust integrated workforce plan in place to ensure workforce

numbers are aligned to demand levels and budget but we need to continually review this. We have reviewed all call centre metrics and introduced standardised activity codes within the telephony platform across 999 and NHS 111 services to ensure call taker availability is robustly and fairly managed.

19 SCAS introduced a dynamic skills based routing process within NHS 111 to ensure

calls are answered more efficiently to reduce call answer delays that lead to abandoned calls, we need to demonstrate a sustained rate of below 5% which is the national standard.

20 To improve the call abandonment rate in NEPTS SCAS will continue to inform our

callers via the call announcements of the information required to enable our call centre staff the ability to deal with the call efficiently.

21 To improve the call abandonment threshold SCAS will ensure that our online system is

encouraged through our call announcements and call script to enable our call handlers to be released to deal with complex and on the day activity.

CONCLUSIONS 22 External limited assurance will be required on a chosen indicator and the mandated

indicators in line with the Annual Reporting Manual for Foundation Trusts. 23 Commissioners will provide a full report in response to the Quality Report and

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

24 The clinical data set for quarter 4 (Q4) is to be completed in April 2019 and the

measurement criteria for the new priorities will be developed at the end of Q4. 25 Quality Accounts will be uploaded onto NHS Choices and the SCAS website in June

2019.

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RECOMMENDATIONS TO THE COUNCIL OF GOVERNORS 26 Governors are asked to formally select the indicator recommended for external

auditing.

Debbie Marrs Assistant Director of Quality 21 December 2018

ENCLOSURE F

Chief Executive’s Report including Performance, Workforce and CQC Inspections

Enclosure F



Title of Paper: Chief Executive’s Report including Performance, Workforce and CQC Inspections

Presented by: Will Hancock, Chief Executive (supported by Philip Astle and Professor Helen Young as appropriate)


Information

Main Aim: To update the Council of Governors on a range of issues and developments affecting the Trust. The report is shaped around the key themes used by the regulator NHS Improvement to assess providers:

• operational performance • quality of care • strategic change • finance and use of resources • leadership and improvement capability


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


Note

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


N/A



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COUNCIL OF GOVERNORS MEETING – 10 JANUARY 2019

CHIEF EXECUTIVE’S REPORT, INCLUDING PERFORMANCE, WORKFORCE AND CQC INSPECTIONS

PURPOSE

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

for the Trust. Governors are also strongly encouraged to read the papers for the 29 November Board meeting in public, as well as the latest Integrated Performance Report will be circulated ahead of the meeting.

EXECUTIVE SUMMARY / TOP THREE ISSUES FOR GOVERNORS ATTENTION

2 Given the focus of the Governors on the performance of the Trust and the quality and

safety of services we provide to patients, three areas of my current focus that I would particularly like to bring to the attention of the Governors are:

• service delivery – we are now in a key part of the winter period where the demand for

services inevitably grows. We came into this period after a very good performance on the Ambulance Response Programme (ARP) 999 emergency response time standards during the Autumn – as recognised by national and local media – and with comprehensive plans in place for the winter. We will be in a position to report verbally on December and Christmas/New Year performance on all three core services at the CoG meeting

• Care Quality Commission (CQC) – we were very pleased with the outcomes of the

various CQC inspections, with the Trust being rated as ‘good’ for NHS111, Urgent and Emergency Care (including Emergency Operations Centres and resilience), and ‘well-led’. The challenge is now to implement the various recommendations that the CQC made and ensure we are prepared for future inspections, with at least one expected during 2019

• collaboration – the importance of joint working – for the benefit of patients and for efficiency reasons - was highlighted by the Lord Carter report. We are continuing to explore opportunities with a range of partners and in particular London Ambulance Service NHS Trust and Isle of Wight NHS Trust over potential areas of collaboration that will further improve the quality of services to patients.

OPERATIONAL PERFORMANCE

NHS Improvement (NHSI) ‘Single Oversight Framework’

3 We remain in segment 1 (maximum autonomy) under NHSI’s Single Oversight Framework (SOF) regulatory approach, the highest possible category, having achieved this status back in May 2017. This takes into account five themes: operational performance, quality of care, strategic change, finance and use of resources, and leadership and improvement capability.

4 In terms of headlines, in recent times we have been performing particularly well on the 999 ARP emergency response time standards and reasonably well in terms of Patient Transport Services across the various contracts. However, NHS111 is where we have been

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experiencing our greatest challenges with performance on a number of indicators (e.g. call answer, call abandonment and referrals to the 999 service) failing to achieve target. Governors who attended the 29 November Board meeting in public will be aware that NHS111 remains a significant area of focus for the Executive Team and Board, and that the recruitment and retention of staff are key issues in this respect.

5 November’s performance on the ARP response standards for the South Central region is shown below. At the time of writing – and just shy of the end of the month - performance in December has been good. However, the Chief Operating Officer will update the Governors on December/Christmas performance at the CoG meeting.

Cat 1 Mean - 7 Minute Target 00:06:56 00:07:00 G 00:06:58 00:07:00 G 00:07:00 00:07:00 G

Cat 1 90th Percentile - 15 Minute Target 00:12:49 00:15:00 G 00:12:42 00:15:00 G 00:12:15 00:15:00 G

Cat 2 Mean - 18 Minute Target 00:16:56 00:18:00 G 00:15:48 00:18:00 G 00:15:15 00:18:00 G

Cat 2 90th Percentile - 40 Minute Target 00:34:06 00:40:00 G 00:31:28 00:40:00 G 00:29:45 00:40:00 G

Cat 3 90th Percentile - 2 Hours 02:01:20 02:00:00 R 01:55:38 02:00:00 G 02:00:00 02:00:00 G

Cat 4 90th Percentile - 3 Hours 02:50:28 03:00:00 G 02:47:11 03:00:00 G 03:00:00 03:00:00 G

Nov-18Performance Measure Year to date Full year

Plan RAGForecastActual Plan RAG Actual Plan RAG

Category 1: Time critical life-threatening event needing immediate intervention and/or resuscitation

Category 2: Potentially serious conditions that may require rapid assessment, urgent on-

scene intervention, and/or urgent transport

Category 3: Urgent problem that needs treatment to relieve suffering and transport or assessment and management at scene with referral where needed within a clinically appropriate timeframe.

Category 4: Problems that are not urgent but need assessment (face to face or

telephone) and possibly transport within a clinically appropriate timeframe. 999 or 111 calls that may require a face to face ambulance clinician assessment.

QUALITY OF CARE

Care Quality Commission (CQC) inspections of SCAS 6 There were three separate inspections of SCAS during July and August, undertaken by the

CQC as part of their new inspection methodology:

• an unannounced inspection of 999, the Emergency Operations Centres and the Trust’s Emergency Planning and Preparedness including Hazardous Area Response Team.

• a comprehensive inspection of NHS111 focusing on both the Northern House and Southern House clinical co-ordination centres

• a Well-Led inspection looking at leadership and governance at Trust Board and Executive Team-level; the overall organisational vision and strategy; organisation-wide

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governance, management, improvement; and organisational culture and levels of engagement.

7 I was delighted that we were rated as ‘good’ for all elements inspected, both in terms of the

individual domains (safety, caring, effectiveness, responsiveness and well-led) and overall. The two reports issued by the CQC confirm that we are making great progress on our journey of continuous improvement, and are now solidly and consistently delivering safe, patient-centred care across all of our services.

8 The reports can be accessed via the following links and attention has now turned to

developing the action plans that will enable to address the various recommendations made by the CQC.

https://www.cqc.org.uk/provider/RYE

https://www.cqc.org.uk/sites/default/files/new_reports/AAAH6700.pdf FINANCE AND USE OF RESOURCES

Financial performance 9 Governors will be aware that we set a budget of a £764k deficit for 2018/19 (which is also

the control total we have agreed with NHSI). We remain on track to deliver our target, and also the ambitious underpinning cost improvement programme for the year of £7.2m.

10 Our attention, in part, is now turned to budget setting for 2019/2020 with the detailed

planning guidance, including Clinical Commissioning Group allocations and provider control totals, due to be issued in January. There will be a requirement for all NHS providers to deliver 1.1% of efficiency savings over the next five years, implement the outcomes of the Carter Review (see below), and play a key role in the development of local system plans.

STRATEGIC CHANGE

National picture 11 Nationally, work is taking place to develop a ten-year plan for the NHS (a draft version is

due to be published in early 2019) which will particularly focus on workforce, technology, estates and productivity. A Green Paper on social care is also expected.

12 SCAS is well placed to respond to the new plan having, in recent months, developed its first

Organisational Development strategy, updated its estates strategy for the next few years, and achieved Global Digital Exemplar status. We also have a strong focus on productivity and compare favourably on a range of benchmarking indicators across the sector. However, it will be important for the Trust in due course to reflect on the implications of the Long Term Plan for the NHS on our own strategy and approach. I look forward to discussing this with the Governors at the Annual Strategy Workshop on 6 February.

Productivity 13 On 27 September we welcomed the publication of Lord Carter’s report “Operational

productivity and performance in English NHS Ambulance Trusts”. Work on the report commenced in January 2017 and the publication identifies what the ambulance service as a whole, as well as individual Trusts, does well along with recommendations where action and improvements are required.

14 As well as providing the Trust with evidence of where improvements are needed in

comparison to other ambulance services, the report confirms that SCAS is one of the best performing ambulance trusts against national response targets, and also a well-led organisation where operational staff feel engaged and supported, and the Trust delivers an efficient, cost-effective emergency 999 service.

https://www.cqc.org.uk/provider/RYE

https://www.cqc.org.uk/sites/default/files/new_reports/AAAH6700.pdf

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15 Appendix A provides some further details of the outcomes of the report. This is taken from a presentation to our Senior Leadership Team, who are helping us shape the actions we need to take to address the recommendations.

Collaboration 16 We continue to be appropriately engaged in all of our Sustainability and Transformation

Partnerships (STPs) and local Integrated Care Systems (ICS), with key Executive Directors, Managers and Non-Executive Directors assigned to help shape and inform our contribution.

17 Two specific examples of collaboration that we are involved in currently are:

• London Ambulance Service NHS Trust (LAS) – SCAS has commenced a formal partnership with LAS, where we will explore opportunities to collaborate including in relation to the joint procurement of supplies, support services and vehicles. The respective Executive Teams met on 24 October and had a productive first meeting; subsequent to this, Directors will engage with their counterparts to look at opportunities linked to their various functions and we will reconvene to agree a formal programme in the new year.

• Isle of Wight NHS Trust (IOW) – both parties are seeking opportunities to collaborate across a number of common areas (e.g. 999, NHS 111/ integrated care, PTS etc.). A key area of early collaboration has been the support SCAS provided over the implementation of a new computer aided dispatch (CAD) system for IOW.

Global Digital Exemplar (GDE) programme 18 As a reminder we have identified eight individual projects as part of our involvement in the

programme over the next couple of years, covering:

• ‘vehicle as hub’ • ‘Livelinks’ • electronic patient reporting acute interface • electronic patient reporting developments • business intelligence development • IUC (NHS111) and health systems integration • automation • telephony enhancements

19 The Board has now approved a business case for the enhancement of the SCAS telephony

system. This aims to enable greater connectivity both within SCAS and between the organisations within our various health systems.

20 I am delighted to report that, following a robust procurement exercise, we have now

awarded a contract to 4net for the provision of a fully managed telephony service. The contract term will be an initial period of five years, with the opportunity to extend a further two years, and this will mark a period of significant innovation and improvement leading to the delivery of even better services for our patients.

LEADERSHIP AND IMPROVEMENT CAPABILITY (WELL-LED)

Mike Murphy, new Director of Strategy and Business Development 21 Subsequent to the last CoG meeting on 10 October, Mike Murphy has officially started with

SCAS in the role of Director of Strategy and Business Development. Mike is an experienced NHS Executive Board member having previously been Executive Director of Strategy and Business Development at University Hospital Southampton NHS Foundation Trust (UHS). Since leaving UHS, Mike has had roles with both NHS England and NHS Improvement, the latter as an Improvement Director assigned to support Trusts in special

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measures. He also comes with a wealth of experience within the financial services, retail, utilities and service sectors.

NHS Staff Survey 2018 22 The National Staff Survey has now been completed, and the results are being collated by

Picker Europe (our third party survey provider) with the interim results due to be communicated to SCAS in early 2019.

23 Although an embargo will be placed on the results until the official NHS England release

date, I am delighted that the SCAS response rate was 61%. This means that we will have some really meaningful results to analyse and act upon.

Ambies 24 We held our annual awards event (‘The Ambies’) on 30 November, which celebrated the

dedication and commitment shown by staff and volunteers to the Trust and its patients. I am hugely grateful to Chas McGill (Hampshire Public Governor) for his role in supporting the judging panel, and would like to congratulate both Richard Coates (Hampshire Public Governor) and Bob Duggan (Buckinghamshire Public Governor) who were acknowledged for their services to SCAS as part of the Volunteer of the Year category.

CONCLUSIONS

25 The Trust continues to deliver some very good outcomes for patients, and I would like to

pay tribute to the hard work, commitment and dedication shown by our staff and volunteers (as evidenced by the CQC inspection outcomes).

Lead Director: Will Hancock, Chief Executive Author: Steve Garside, Company Secretary Date: 27 December 2018

CARTER Review 2018

• Lord Carter review was to assess where efficiencies can be gained across the ambulance sector

• Identified significant unwarranted variations across the English ambulance services

• Demand increases on average by 6% annually

• 9 out of 10 of these calls were not life threatening

• 60% of the patients attended were taken to hospital

• Tackling avoidable conveyance to hospital could release capacity equivalent to £300m in the acute sector

SCAS Carter review results

SCAS Top Quartile results

SCAS Mid Quartile results

SCAS bottom Quartile results

1. Enabling effective bench marking 2. Delivering the right model of care and reducing the avoidable

conveyance to hospital 3. Efficient use of resources 4. Optimising Workforce, wellbeing and engagement 5. Effective Fleet Management 6. Improving performance and strengthening resilience and

interoperability 7. Developing the digital ambulance 8. Maximising use of non clinical resource 9. Delivering Effective Implementation

Recommendations

ENCLOSURE G

Lead Governor and Deputy Lead Governor Election Processes

Enclosure G



Title of Paper: Lead Governor and Deputy Lead Governor Election Processes



Information

Main Aim: To set out a process for the appointment to the Lead Governor and (new) Deputy Lead Governor positions for the period 1 April 2019 to 31 March 2021.

Summary of key points

for consideration: The paper includes a timetable for making a new Lead Governor appointment and sets out eligibility criteria, in line with the process agreed previously by the CoG. Subject to a new Lead Governor appointment being made, the paper also includes a process for appointing a new Deputy Lead Governor (which the CoG agreed to do at its last meeting on 3 October). Governors are asked to note the process and key dates for nominations and voting (if required).


Note

Previous Forum: January 2017 for Lead Governor appointment for the period 1 April 2017 to 31 March 2019


N/A



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ENCLOSURE G

LEAD GOVERNOR AND DEPUTY LEAD GOVERNOR ELECTION PROCESSES

PURPOSE 1 The purpose of the report is to set out the process for the appointment to the SCAS Council

of Governors (CoG) Lead Governor position for the period 1 April 2019 to 31 March 2021. Subject to an appointment being made, the CoG has agreed to have a Deputy Lead Governor and this paper also covers the process for making an appointment to that role.

BACKGROUND

2 The SCAS CoG has a nominated Lead Governor (LG) position and the well-established

description of the role is set out in Appendix A. 3 At its October 2018 meeting, the CoG agreed that it wished to introduce a new Deputy

Lead Governor (DLG) position, with effect from 1 April 2019 (the point at which the next LG appointment commences). In confirming its desire to have a DLG position, the CoG confirmed that:

• the DLG will provide some cover, and additional resilience, for the LG, in the delivery of

the LG duties agreed by the CoG (i.e. the DLG will not deliver a separate set of different duties)

• the DLG will deputise for the nominated LG if the LG is not able to undertake the duties

in the LG role description for any reason (e.g. sickness, extended absence from Governor role etc.).

• to enact the DLG role in the event of the above, the LG would be required to inform the Company Secretary of any period in which he/she would be unable to discharge any of the duties agreed in the role description; the Company Secretary would then arrange for the DLG to assume these duties, immediately notifying the CoG of the instigation of this temporary arrangement and formally reporting as such at the next meeting of the CoG

• equally, if the incumbent LG no longer continues to serve as a SCAS Governor (e.g. through resignation, failure to be re-elected etc.) the nominated DLG would assume delivery of the LG duties until such time as a new LG can be elected

• the terms of the LG and DLG appointments would run concurrently, with the election of

the LG taking place first and followed by the election of the DLG

• as with the LG role, the incumbent DLG would be eligible to stand in a further election but could not serve more than two consecutive terms

• also, as with the LG role, to be eligible Governors must have served as a SCAS

Governor for a minimum of twelve months, to include both current and previous terms of office.

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• if the SCAS FT CoG fails to appoint a LG then there would be no requirement for a DLG

position. APPOINTMENT OF LEAD GOVERNOR FROM 1 APRIL 2019 TO 31 MARCH 2021

4 SCAS has an approved process for appointing a LG (see Appendix B). This notes that:

• the length of the LG appointment term is two years • an election will be held automatically at the end of the two year period • the incumbent LG would be eligible to stand in the election but could not serve more

than two consecutive terms • to be eligible, Governors must have served as a SCAS Governor for a minimum of

twelve months, to include both current and previous terms of office. 5 The current LG appointment expires on 31 March 2019, with Barry Lipscomb having served

one term at this point. A process therefore needs to be in place to elect a LG for the period 1 April 2019 to 31 March 2021.

6 All Governors (i.e. public, staff and partner) are eligible to be LG. This, however, is subject

to the individual having served as a SCAS Governor for a minimum of twelve months by the time the Lead Governor appointment starts (i.e. 1 April 2019), such that they have undertaken a suitable induction programme, developed an understanding of how the CoG operates, and are well-known by their fellow Governors.

7 Based on the requirements set out in section 6 above, and on the current composition of

the CoG, all 25 of the current Governors are eligible to stand for the next LG appointment.

8 All Governors in post at the commencement of any secret ballot process shall be allowed to vote (in the event that a secret ballot is required).

9 Adopting and tailoring the current process as set out in Appendix B, it is suggested that the

following arrangements are applied:

• the term of the appointment of LG from 1 April 2019 is for two years, or until the point that the appointed LG ceases to serve as a SCAS FT Governor, whichever is soonest

• Thursday 10 January 2019 CoG meeting – confirm process for appointment of LG • Friday 11 January (9am) to Wednesday 30 January (9am) - eligible Governors to notify

the Company Secretary, via email ([email protected]) if they wish to nominate themselves for the position of LG:

o submitting a 150 word supporting statement on their skills and attributes

to deliver this role (template to be issued) o providing details of a seconding governor.

• Wednesday 30 January – in the event that nominations are received by the deadline of

Wednesday 30 January (9am) by just one of the eligible Governors, that Governor is confirmed as LG with effect from 1 April 2019, with an announcement that day. In the event that nominations are received by the deadline of Wednesday 30 January (9am) by two or more of the eligible Governors, a secret ballot will be held

• Wednesday 6 February – if required, official ballot papers for the election of LG to be

issued by the Company Secretary to all Governors, including supporting statement from each candidate. All Governors to make one vote in support of a candidate;

• Friday 22 February (5pm) – deadline for return of completed ballot papers by email

mailto:[email protected]

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• Monday 25 February – votes to be counted and announcement made via email.

• Monday 1 April – new term of LG commences (including membership of the Nominations Committee)

• Tuesday 9 April – formal acknowledgement of outcome at CoG meeting

APPOINTMENT OF DEPUTY LEAD GOVERNOR FROM 1 APRIL 2019 TO 31 MARCH 2021

10 By Monday 25 February, at the latest, the appointment to the position of LG from 1 April

2019 will have been made. To facilitate a subsequent appointment to the position of DLG (if needed) a process is required and it suggested that this operates within the following framework:

• the length of the DLG appointment term is two years • an election will be held automatically at the end of the two year period • an incumbent DLG would be eligible to stand in any future election but could not serve

more than two consecutive terms • to be eligible, Governors must have served as a SCAS Governor for a minimum of

twelve months, to include both current and previous terms of office. 11 A process needs to be in place to elect a DLG for the period 1 April 2019 to 31 March 2021. 12 All Governors (i.e. public, staff and partner), but with the exception of the appointed LG, are

eligible to be DLG. Applying the rule of the individual having served as a SCAS Governor for a minimum of twelve months by the time the DLG appointment starts (i.e. 1 April 2019), and based on the current composition of the CoG and excluding the appointed LG, 24 out of 25 of the current Governors will be eligible to stand for the DLG appointment.

13 All Governors in post at the commencement of any secret ballot process shall be allowed to vote (in the event that a secret ballot is required).

14 It is suggested that a similar process to the LG election is applied, as follows:

• the term of the appointment of DLG from 1 April 2019 is for two years, or until the point that the appointed DLG ceases to serve as a SCAS FT Governor, whichever is soonest

• Thursday 10 January 2019 CoG meeting – confirm process for appointment of DLG • Monday 25 February (following announcement regarding LG) to Wednesday 13 March

(9am) - eligible Governors to notify the Company Secretary, via email ([email protected]) if they wish to nominate themselves for the position of DLG:

o submitting a 150 word supporting statement on their skills and attributes

to deliver this role (template to be issued) o providing details of a seconding Governor.

• Wednesday 13 March – in the event that nominations are received by the deadline of

Wednesday 13 March (9am) by just one of the eligible Governors, that Governor is confirmed as DLG with effect from 1 April 2019, with an announcement that day. In the event that nominations are received by the deadline of Wednesday 13 March (9am) by two or more of the eligible Governors, a secret ballot will be held

• Wednesday 13 March – if required, official ballot papers for the election of DLG to be

issued by the Company Secretary to all Governors, including supporting statement from each candidate. All Governors to make one vote in support of a candidate;

mailto:[email protected]

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• Tuesday 26 March (5pm) – deadline for return of completed ballot papers by email • Wednesday 27 March – votes to be counted and announcement made via email.

• Monday 1 April – new term of DLG commences

• Tuesday 9 April – formal acknowledgement of outcome at CoG meeting

RECOMMENDATIONS TO THE COUNCIL OF GOVERNORS

15 The CoG is asked to note the process for the appointment to the Lead Governor and

Deputy Lead Governor positions for the period 1 April 2019 to 31 March 2021. Steve Garside Company Secretary 28 December 2018

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APPENDIX A – ROLE OF THE LEAD GOVERNOR IN SCAS (AS AGREED BY SCAS GOVERNORS)

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

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

Conscious that the circumstances described 2 above are unlikely to ever occur, SCAS has broadened its Lead Governor role beyond that required by NHS Improvement. The role therefore also includes:

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

and Non-Executive Directors appraisal process • being a point of consultation for the development of CoG meeting agendas • reviewing the functioning and effectiveness of each CoG meeting with the Trust to

identify any areas for further development • attending occasional meetings/conferences (e.g. NHS Providers) to network and share

good practice with other FTs/governors. Extract from April 2017 CoG paper (Enc. C)

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APPENDIX B - SCAS LEAD GOVERNOR APPOINTMENT PROCESS

Introduction 1. The Constitution allows the governors to appoint a Lead Governor at a meeting of the

Council of Governors. 2. The Lead Governor is responsible for receiving from Governors and communicating to the

Chairman directly, any comments, observations and concerns expressed to him/her by the Governors other than at meetings of the Council of Governors regarding the performance of the Trust or any other serious or material matter, relating to the Trust or its business.

Detail 3. In considering the process of appointment or election of a Lead Governor, the following

rules apply:

• all governors may stand, subject to them having been in post for a minimum of twelve months (current and previous terms of office) by the time the Lead Governor appointment starts;

• governors will be appointed for two years, with an election automatically taking place at

the end of the two year period;

• the incumbent Lead Governor is eligible to stand in the election but cannot serve more than two consecutive terms (i.e. 2 years+2years)

• in the event of an election, the nomination forms to allow governors to nominate

themselves will be circulated by the Company Secretariat to members of the Council of Governors.

• eligible governors may nominate themselves for the role of Lead Governor;

• in the event that there is more than one nomination for this role, a secret ballot will take

place

Electing the Lead Governor

Qualification 4. The Lead Governor can be a governor from any of the constituencies, subject to them

having served as a SCAS governor for a minimum of twelve months by the time the Lead Governor appointment starts.

5. The election will be carried out by a secret ballot Election Process

• Nominations for Lead Governor must be proposed and seconded by a current governor with the permission of the nominee.

• The nomination form should include a nomination statement giving details of the

candidate’s skills and attributes for undertaking this role (in no more than 150 words).

• If required, ballot papers will be circulated containing the candidate’s names (and supporting statements) and a secret ballot will take place.

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• If there is only one nomination that person is duly elected.

• Where there is more than one nomination for appointment, a secret ballot will take place with all governors having one vote each.

• The governor whose nomination receives the largest number of votes shall be appointed.

• In the event of an equality of votes, the Trust Chairman shall have a casting vote.

• the results of the ballot shall be announced and confirmed at a meeting of the Council of

Governors.

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LEAD GOVERNOR NOMINATION FORM

(for the appointment from 1 April 2019) I, _______________________, being a Governor for the ____________________________

Constituency wish to nominate myself to the role of Lead Governor of the Council of Governors of

South Central Ambulance Service NHS Foundation Trust for appointment from 1 April 2019. I

have read the Lead Governor Role Description and the SCAS Lead Governor Appointment

Process document, and believe that my skills and attributes will be helpful in the role as highlighted

below:

Signed by Nominee ___________________

Signed by Seconder as a current Governor with permission from the Nominee ___________________

Print Name

Print Name

Dated

Dated

Please return to Steve Garside, Company Secretary, via email ([email protected]) by no later than 9am Wednesday 30 January 2019.

Please complete with no more than 150 words:

ENCLOSURE H

Non-Executive Director Activities

Enclosure H



Title of Paper: Non-Executive Director Activities

Presented by: Les Broude, Non-Executive Director


Discussion

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


Today’s presentation is from Les Broude, who will take any questions from the governors


Note

Previous Forum: October 2018 (standing agenda item)


N/A



Enclosure H Update on NED Activities

Les Broude, Non-Executive Director

Q3 2018/19

Council of Governors Meeting – 10 January 2019

Purpose of this item:

• To highlight some of the activities undertaken by a particular NED in the last 2-3 months

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

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

• To take questions from the governors

2

Induction • I was appointed by the CoG and my term of office commenced on 1

February 2018. • I received a comprehensive induction programme including

meetings with key stakeholders for the role, and I visited the Emergency Operations Centre (999 and 111) and participated in 999 and PTS crew ride-outs

• I am a member of the Audit Committee and Charitable Funds Committees

• I also hold portfolio roles in relation to whistleblowing/Freedom to Speak Up (assurance) and statutory and mandatory training

• I lead jointly with Ilona Blue on Buckinghamshire NED engagement

Background

3

Selection of Q3 activities undertaken by Les Broude:

Board/Board committee meetings • Attended Charitable Funds Committee meeting on 11 October • Attended Board Seminar on 18 October, with a specific focus on:

• Hampshire and Isle of Wight Sustainability and Transformation Plan (STP) • Workforce Race Equality Standards • Freedom to Speak Up Board Self-Assessment

• Attended 29 November Board Meetings in Public and Private • Attended Audit Committee meeting on 13 December • Attended Board Seminar on 13 December, with a specific focus on:

• Integrated Urgent Care (future strategy) • Updates on SCAS’ Global Digital Exemplar work

3

Selection of Q3 activities undertaken by Les Broude – cont’d: Other activities • Meeting with Buckinghamshire Governors (jointly with Ilona Blue) on 25

October • Buckinghamshire Integrated Care System (ICS) meeting of Board members

on 28 November • Completion of statutory and mandatory training • A range of leadership walkarounds and 99/PTS crew ride-outs (since

joining SCAS) including: – RAF Benson – Wexham – Wycombe – Basingstoke

3

ENCLOSURE I

Company Secretary’s Report

Enclosure I



Title of Paper: Company Secretary’s Report



Information

Main Aim: To update the Governors on a range of matters


The report covers:

• key meeting dates for 2019/2020 • Governor elections in 2019 • resignation of Professor Bob Crocker, Public Governor for

Buckinghamshire • a new Governor position to represent the Trust’s

Community First Responders • communications issued since the last meeting.


To note and consider the report

Previous Forum: October 2018


Yes



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ENCLOSURE I

COMPANY SECRETARY’S REPORT

PURPOSE 1 The purpose of the report is to:

• confirm key meeting dates for 2019/2020 • highlight that a further round of Governor elections is scheduled for 2019 • acknowledge the recent resignation of Professor Bob Crocker, Public Governor for

Buckinghamshire • present an update on progress taking forward a new Governor position to represent the

Trust’s Community First Responders • highlight communications since the last meeting.

KEY MEETING DATES 2019/2020

2 As advised previously by email we have confirmed CoG meeting dates for 2019/2020 as

follows:

• Tuesday 9 April 2019 (formal CoG meeting in public) • Wednesday 5 June 2019 (CoG/Board working meeting in private – topic tbc) • Wednesday 24 July 2019 (formal CoG meeting in public) • Thursday 3 October 2019 (formal CoG meeting in public) • Thursday 17 October 2019 (CoG/Board working meeting in private – topic tbc) • Monday 13 January 2020 (formal CoG meeting in public) • Thursday 6 February 2020 (CoG/Board working meeting in private – strategy)

(All meetings will be held in the Newbury area, running from 6.30-9.00pm).

3 The dates of the bi-monthly Board meetings in public, which Governors are encouraged to

attend as part of their role of holding the NEDs to account for the performance of the Trust, have been confirmed as follows:

• Thursday 23 May 2019 • Thursday 18 July 2019 • Thursday 26 September 2019 (including Annual General Meeting) • Thursday 28 November 2019 • Thursday 30 January 2020 • Thursday 26 March 2020

(Meetings will be spread across the four main counties, and the 26 September 2019 Board meeting in public and Annual General Meeting will be taking place in Hampshire).

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GOVERNOR ELECTIONS 2019

4 We are scheduled to have a further round of public Governor elections in late 2019

covering those positions with a term of office expiring on 28 February 2020. For clarification this covers six particular positions across three constituencies as currently held by Paul Ader, Richard Coates, Mark Davis, Frank Epstein, Barry Lipscomb and David Luckett. As a reminder public Governors can serve for a maximum of three terms.

5 Although staff Governor elections are not planned for 2019 (with no terms office expiring

until 28 February 2021), we will hold them if any vacancies materialise between now and the Autumn when the nominations period opens.

6 A further update on the timetable for the 2019 elections will be presented at the April

meeting. PROFESSOR BOB CROCKER, PUBLIC GOVERNOR FOR BUCKINGHAMSHIRE

7 Professor Bob Crocker resigned from his position as a Buckinghamshire Public Governor

just prior to Christmas; the Chair has formally thanked him for his contribution on behalf of both the CoG and Board of Directors. The plans for filling this particular vacancy will be confirmed in due course.

GOVERNOR REPRESENTATION – COMMUNITY FIRST RESPONDERS (CFR)

8 As a reminder, it was agreed previously by the CoG that the establishment of an elected

CFR representative could be potentially beneficial in terms of providing a focal point for representation of key CFR insights. It was confirmed that:

• these insights would be at a strategic level and within the context of the overall

governor role and duties, and would reinforce the role of the public governor to represent the Trust’s public members and members of the public

• all active CFRs could stand to become the CFR Governor representative, but that

anyone elected to become a public Governor was there to represent the public members and not CFRs.

• the status of the CFR Governor would be such that it would be separate from elected

public Governors and staff Governors and would be regarded as an appointed Governor representative, albeit the appointment may need to be made through some form of election/ballot process

9 Work has started on considering the process required for making such an appointment; due to scale and the need for independence, it is considered realistic that the process will require the support of an electoral services provider.

10 As at September 2018, SCAS had approximately 600 CFRs in around 120 groups, and the

CFR Governor, supported by the Trust, will need to communicate and engage with CFRs across this footprint. They will also need to have assured themselves that they are committed and in a position to continue to serve as a CFR beyond the short and medium term.

11 It is intended that eligibility will be restricted to those CFRs who are deemed to be ‘active’,

defined as having made a commitment to be available for more than twenty hours in each of the last six months, and being fully up-to-date in terms of competency and training. This data is held by the Trust.

12 The outline project plan is shown below:

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Task

Timescale

Develop role outline, and appropriate materials, for new CFR Governor role, including eligibility criteria

January 2019

Appoint electoral services provider to support nominations/ballot processes

January 2019

Develop and deliver communications approach to promote new CFR Governor role, including Aspiring CFR Governor workshops (e.g. North and South)

January – March 2019

Hold election to elect new CFR Governor with support from electoral services provider (nomination and ballot stages)

April – June 2019

COMMUNICATIONS SINCE THE PREVIOUS MEETING ON 3 OCTOBER 2018

13 Since the papers were issued for the previous meeting on 3 October the Company

Secretariat has communicated with the CoG on a range of issues, including the following:

Date Communication

25 September Provided details of SCAS’ announcement regarding future partnership working with London Ambulance Service NHS Trust

28 September Circulated a briefing from NHS Providers on Lord Carter's review into unwarranted variation in NHS ambulance trusts, and a SCAS News Release containing the thoughts of Will Hancock, Philip Astle and Melanie Saunders.

28 September Circulated a copy of the 28 September 2018 Annual General Meeting presentation to Governors to support their engagement activity

5 October Circulated minutes of 3 October CoG meeting in public 17 October Advised of SCAS staff, students, volunteers and co-responders

supporting the international ‘Restart a Heart Day’ 22 October Advised of expected media coverage regarding expenditure on

private providers and SCAS’ position on this 29 October Circulated latest Integrated Performance Report (month 6) with

a tailored Governor briefing 29 October Shared a report from NHS Providers’ Governor’s Advisory

Committee 1 November Circulated a briefing from NHS Providers outlining the key

announcements and economic headlines following delivery of the Chancellor’s budget

2 November Advised that Mike Murphy, new Director of Strategy and Business Development, had taken up his position this week

6 November Informed Governors of the outcomes of the CQCs various inspections of SCAS

7 November Circulated agenda for the 10 January CoG meeting in public, having agreed this with the Lead Governor

21 November Circulated papers for the 29 November Board meeting in public 27 November Circulated a briefing on latest SCAS, and ambulance sector

performance, on the 999 Ambulance Response Programme (ARP) targets, recognising the excellent work of our staff and volunteers, including CFRs.

7 December Provided an update on the suspension/reinstatement of one of our private providers, SSG UK Specialist Ambulance Service

7 December Circulated an NHS Providers briefing regarding Ambulance Trust engagement in STPs and ICS, produced in accordance with The Association of Ambulance Chief Executives

14 December Circulated minutes of 29 November Board meeting in public

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Various - media Highlighted media coverage including in relation to: • SCAS, and ambulance sector performance, on the 999

Ambulance Response Programme (ARP) targets • relaunch of the SOS Service in Oxford City Centre • private provider expenditure

RECOMMENDATIONS TO THE COUNCIL OF GOVERNORS 14 The Council of Governors is asked to note the report. Steve Garside Company Secretary 28 December 2018

ENCLOSURE J

Lead Governor’s Report

Enclosure J



Title of Paper: Lead Governor’s Report

Presented by: Barry Lipscomb, Lead Governor (and Public Governor for Hampshire)


Information

Main Aim: To present a report from the Lead Governor, highlighting key activities undertaken since the previous CoG meeting


The report presents a record of key activities undertaken by the current Lead Governor, Barry Lipscomb, since the previous CoG meeting on 3 October


Note

Previous Forum: N/A


N/A



of 1


ENCLOSURE J

LEAD GOVERNOR’S REPORT The following is a record of key activities undertaken by the Lead Governor since the papers for the last Council of Governors (CoG) meeting (3 October) were issued: Date

Activity

7 November Teleconference with Company Secretary to agree agenda for the 10 January Council of Governors meeting

14 November Attended CoG Development session on values and behaviours 28 November Participated in Nominations Committee teleconference 29 November Attended SCAS Board meeting in public in Southampton (a.m.) 29 November Attended Hampshire Community Engagement Forum in Lymington (p.m.) 19 December Attended meeting of the Membership and Engagement Committee Barry Lipscomb Lead Governor 31 December 2018

council of governors meeting...jan 10, 2019 · kate moss staff - 999 operations – north (1) to...

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