Role Description s4

Role Description Non Executive Director

Job Title: Non Executive Director

Responsible to: Chair

Location: Home

Great Western Hospitals NHS Foundation Trust is led by a Board of Directors who have collective responsibility to

 Add value to and promoting the success of the organisation  Provide leadership to the organisation within a framework of prudent and effective controls  Set strategic direction, ensuring management capacity and capability and monitoring and managing performance  Safeguard values and ensuring the organisation’s obligations to its key stakeholders are met

The Non Executive Directors (NEDs) are accountable to the Trust’s Council of Governors.

All Directors, Executive and Non-Executive have joint responsibility as a unitary board for the strategy and performance of the Trust. The non Executive Directors bring a range of skills and experience to complement those of the Executive Directors but above all bring independent judgement. The role of the Non Executive Director is highlighted in Monitor’s Code of Governance attached as Appendix 1.

1 Responsibilities

Strategy

1. Provide leadership and ensure that the strategic direction of the Trust is in accordance with government policy, Trust’s strategy, the Annual Plan, the Licensing regime and the terms of the Trust’s Authorisation.

2. Ensure the long term sustainability of the Trust.

3. Build and maintain close relations between the Foundation Trusts constituencies and stakeholder groups to promote the effective operation of the Trust’s activities.

4. Hold the Chief Executive and Executive team to account for the effective management and delivery of the organisation’s strategic aims and objectives

5. Ensure that the Trust manages risk effectively.

6. Ensure that services are run for the people using them, with particular attention to the Trust’s Vision, Strategy and Values.

7. Promote quality and patient experience in all aspects of services.

1 8. Ensure Trust Board sets challenging objectives for improving performance. Compliance

9. Ensuring that the Foundation Trust complies with it’s Terms of Authorisation, the constitution, any licence and compliance regimes and any other applicable legislation and regulations.

10.Maintaining mandatory services and retains protected property as defined in the Terms of Authorisation.

11.Maintaining the financial viability of the Trust, using resources effectively, controlling and reporting on financial affairs in accordance with the requirements set out by Monitor.

12.Ensuring the Foundation Trust meets its commitment to patients and targets for treatment.

13.Establishing and maintaining the highest standards of clinical and environmental hygiene to assure robust infection control standards.

Board Activities

14.Participate fully in the work of the Board.

15.Participate in those activities where it has been agreed that NED involvement would bring an external and independent perspective e.g. appointments of senior staff.

16.Provide independent scrutiny ensuring excellence in management is achieved.

17.Ensure effective stewardship through planning, strategy, control and value for money.

18.Work in conjunction with the Council of Governors to promote public sector values and the interests of Foundation Trust members through good corporate governance.

19.Attend and contribute to the regular monthly Trust Board meetings, quarterly Council of Governor meetings, and any other Board development activities.

20.Attend the Annual Members’ Meeting, the annual Joint meeting of the Board and the Council of Governors, and where appropriate, provide leadership (and possibly to Chair) other Board committees as agreed with the Chairman e.g. Audit, Risk and Assurance Committee, Remuneration Committee etc and report on activities accordingly.

21.Participate in ward/departmental visits and walkabouts.

22.Participate in an annual review and appraisal of own performance with the Chairman and contribute to both the annual appraisal of the Chairman and periodic reviews of the performance of the Board.

23.Support the Chairman, Chief Executive and Executive Directors in the governance and stewardship of the Trust.

24.Provide advice and guidance on issues relevant to their own skills, expertise and experience.

25.To work corporately with the Non-Executive and Executive Directors, the Company Secretary and Governors of the Foundation Trust.

Personal

2 26.Ensure compliance with the requirements of any regulations, code, best practice or statutory provisions, such as the Companies Act and Code of Conduct.

27.Uphold and adhere to the Trust’s values leading by example as an ambassador of best practice.

Terms and conditions:

Term of office – An initial term normally of up to 3 years. You are entitled to be considered for a further term of up to 3 years at the discretion of the Governors. In exceptional cases an extension beyond is possible but with very specific controls set out by Monitor, the FT Regulator. Note:This is a public appointment and not an employment contract and is not eligible for admission to the NHS Pension Scheme.

Remuneration – 12k. Additional responsibility payments are made for roles such as Chair of Audit, Risk and Assurance Committee and Senior Independent Director

Hours of work expected - Nominally – 36 days annualised over the course of a year. This is a guide. Board meetings are held on the last Thursday of the month.

Allowances - Mileage and expenses as per the Trust’s scheme

Location of work - Much of the background reading etc is done from home. You will be required to visit any of the trust’s sites.

Notice period - 3 months

3 Person specification

Background and Experience

 Eligible to be a member of the Great Western Hospitals NHS Foundation Trust.

 Meet the independence criteria for Non-Executive Directors as set out in NHS Foundation Trust Code of Governance.

 Board level experience

 Experience of a high level of accountability.

 Experience of leading or managing significant cultural change.

 Experience of leading or managing major projects.

 Sufficient time to fulfil the requirements of the post.

Skills and Abilities

 Excellent communication and influencing skills.  Strong collaborative working approach  Proven leadership skills.  Excellent interpersonal skills. Able to work as a team with other members of the Board to meet common goals and willingness to utilise skills and experience for the good of the organisation.  Sound independent judgement, common sense and diplomacy.  Ability to develop partnerships with stakeholders  Creative thinker.  Understand and accept the legal duties, liabilities and responsibilities of NHS Foundation Trust Non- Executive Directors  An ability to quickly gain an understanding of healthcare issues and how large organisations operate within the NHS environment.  Able to assess strategies and plans of action to achieve objectives.  Public service ethos  Commitment to NHS values and principles and the aims of NHS Foundation Trusts.  A commitment to good corporate governance.

In addition, all other significant commitments must be declared prior to appointment, e.g. other Executive or Non-Executive Directorships. The Non-Executive Director’s other significant commitments should be disclosed to the Council of Governors before appointment and must be included in the annual report.

Furthermore, the qualification criteria in the Trust’s Constitution must be met.

August 2012

4 Appendix 1 Monitor Code of Governance

Main principle

Every NHS foundation trust should be headed by an effective board of directors, since the board is collectively responsible for the exercise of the powers and the performance of the NHS foundation trust.

Supporting principles

 The board of directors’ role is to provide effective and proactive leadership of the NHS foundation trust within a framework of processes, procedures and controls which enable risk to be assessed and managed.  The board of directors is responsible for ensuring compliance by the NHS Foundation Trust with its terms of authorisation, its constitution, mandatory guidance issued by Monitor, relevant statutory requirements and contractual obligations.  The board of directors should set the NHS Foundation Trust’s strategic aims at least annually, taking into consideration the views of the board of governors, ensuring that the necessary financial and human resources are in place for the NHS Foundation Trust to meet its main priorities and objectives and then periodically review progress and management performance.  The board of directors as a whole is responsible for ensuring the quality and safety of healthcare services, education, training and research delivered by the NHS Foundation Trust and applying the principles and standards of clinical governance set out by the Department of Health, the Care Quality Commission, and other relevant NHS bodies.  The board of directors should also ensure that the NHS Foundation Trust exercises its functions effectively, efficiently and economically.  The board of directors should set the NHS Foundation Trust’s vision, values and standards of conduct and ensure that its obligations to its members, patients and other stakeholders are understood, clearly communicated and met.  All Directors must take decisions objectively in the interests of the NHS Foundation Trust.  All members of the board of directors have joint responsibility for every decision of the board regardless of their individual skills or status. This does not impact upon the particular responsibilities of the chief executive as the accounting officer. The Chief Executive should refer to the latest guidance from Monitor on the responsibilities and obligations of the accounting officer (NHS Foundation Trust Accounting Officer Memorandum, April 2008).  The concept of the unitary board refers to the fact that within the board of Directors the non- Executive Directors and the Executive Directors share the same liability. All Directors, executive and non-executive, have responsibility to constructively challenge the decisions of the Board and help develop proposals on priorities, risk mitigation, values, standards and strategy.  As part of their role as members of a unitary board, non-Executive Directors have a particular duty to ensure appropriate challenge is made. Non-Executive Directors should scrutinise the performance of the executive management in meeting agreed goals and objectives, receive adequate information and monitor the reporting of performance. They should satisfy themselves as to the integrity of financial, clinical and other information, and that financial and clinical quality controls and systems of risk management and governance are robust and implemented. Non-executive Directors are responsible for determining appropriate levels of remuneration of executive Directors and have a prime role in appointing, and where necessary removing, executive Directors, and in succession planning.