MEETING OF THE COUNCIL OF GOVERNORS HELD AT 1600 HOURS ON TUESDAY, 26 APRIL 2011 BOARD ROOM, AIREDALE GENERAL HOSPITAL, SKIPTON ROAD, STEETON, KEIGHLEY

PUBLIC

PRESENT: Mr Colin Millar, Chairman (in the Chair)

Mr Peter Allen, Public Governor, Skipton Mr Peter Beaumont, Public Governor, Wharfedale Dr Neil Boyle, Public Governor, South Mrs Anne Medley, Public Governor, Keighley West Mr Adrian Mornin, Public Governor and Lead Governor, Keighley Central Mr Mohammed Nazam, Public Governor, Keighley Central Mr Chris Nolan, Public Governor, West Craven Mrs Sheila Paget, Public Governor, Ilkley Mrs Barbara Pavilionis, Public Governor, Skipton Dr Alan Pick, Public Governor, South Craven Mr John Roberts, Public Governor, Worth Valley Mr Alan Sturgess, Public Governor, Settle and Mid-Craven Mrs Pat Thorpe, Public Governor, Bingley Rural Mr Ray Tremlett, Public Governor, Pendle East and Colne Mr John Wickham, Public Governor, West Craven Mrs Valerie Winterburn, Public Governor, Craven

Ms Rachel Binks, Staff Governor, Nurses and Midwives Mr David Petyt, Staff Governor, Registered Volunteers

Mrs Pam Essler, Stakeholder Governor and Deputy Lead Governor, NHS Bradford and Airedale Prof Anne Forster, Stakeholder Governor, University of Leeds Cllr Robert Heseltine, Stakeholder Governor, North County Council (part) Mr Bill Redlin, Stakeholder Governor, NHS & York Mrs Pauline Sharp, Stakeholder Governor, Bradford Metropolitan District Council Mrs Marcia Turner, Stakeholder Governor, Craven District Council

IN ATTENDANCE: Mr David Adam, Non Executive Director Mrs Jane Downes, Company Secretary Mr Ron Drake, Non Executive Director Miss Bridget A Fletcher, Chief Executive Mrs Chris Lisle, Director of HR Mrs Fiona Page, Foundation Trust Membership Manager Ms Nichola Powell, Executive Assistant Mrs Sheenagh Powell, Director of Finance Mrs Denise Raven, Communications Manager Ms Cath Seal, Communications Manager Mr Alan Sutton, Non Executive Director Mrs Ann Wagner, Director of Strategy and Business Development

APOLOGIES FOR ABSENCE: Mrs Naz Kazmi, Stakeholder Governor, Voluntary Services, Ms Ann Kerrigan, Stakeholder Governor, Pendle Borough Council, Mr John Osborn, Public Governor, Rest of and Mr Alan Walshaw, Staff Governor, Allied Health Professionals & Scientists. ACTION 22/11 WELCOME

1 The Chairman welcomed everybody to the meeting including the nine members of the public. He informed the meeting that prior to Item 16 on the agenda there would be a short private meeting of the Council of Governors. Following this meeting the public meeting would reconvene.

23/11 DECLARATIONS OF INTEREST

There were no declarations of interest.

24/11 MINUTES OF THE MEETING HELD ON 26 JANUARY 2011

The minutes of the meeting held on 26 January 2011 were approved subject to the addition of Mr Peter Beaumont, Public Governor, Wharfedale to the list of Governors in attendance and Mr Alan Sutton, Non Executive Director to the list of in attendance.

Neil Boyle requested that, as there was a three month time gap between the Council Company of Governor meetings, the draft minutes be circulated prior to them being distributed Secretary with the papers for the next meeting. The Chairman agreed to this suggestion.

25/11 MATTERS ARISING NOT COVERED ELSEWHERE ON THE AGENDA

(i) The Chairman asked Marcia Turner whether the Chief Executive’s report had been circulated to members on the Craven District Council. To date this had M Turner not taken place but Marcia Turner confirmed it would be in the future.

(ii) Bridget Fletcher informed the meeting that the ideas put forward to the B Fletcher/ ‘InOurHands’ e-mail address would be circulated to all staff and Governors at D Raven the end of the week.

(iii) The Chairman stated that there had been some discussion regarding the increase in NEDs remuneration which would be dealt with under agenda item 13.

26/11 REPORT FROM THE CHIEF EXECUTIVE

Bridget Fletcher explained that she would take the paper as read and then invited questions from the Governors.

Marcia Turner raised a query regarding Simon Morrit as the report stated he had been appointed as CEO of Sheffield Children’s Hospital but he was also listed as being a CEO of the PCT Cluster for Bradford & Airedale. Bridget Fletcher said it was anticipated that he would move into his new role at Sheffield Children’s Hospital in June but in the interim he would be the CEO for the new PCT Clusters. Pam Essler informed the meeting that all the PCTs were coordinating management arrangements to ensure that all the current workload continued with no interruptions.

Anne Medley asked how the information which was being received from the current GP engagement visits was collected and how this information was being circulated. Bridget Fletcher informed the meeting that Ann Wagner, Director of Strategy and Business Development was leading this project and was currently in the process of visiting approximately 20 to 22 GPs who were actively working with Airedale. The information obtained from these visits would be fed back to the Executive Directors meetings which would then form part of the Chief Executive’s Report to the Council of Governors in the future.

Neil Boyle expressed an opinion that GP Consortia and GP Clusters could work better if they amalgamated and asked if the Trust had a view on this suggestion. Bridget Fletcher explained the plans at a national level for the consortia arrangements and Airedale’s input locally to influence arrangements at a local level, which consultants and senior staff were involved in. She added there were currently no published plans for after 2013, but it was not envisaged that the commissioning 2 work which the PCTs were undertaking would be lost.

In response to a question from John Roberts, Bridget Fletcher confirmed that staff side officials had been involved in a meeting with the Airedale Partnership Group regarding the proposed workforce reduction programme.

Peter Beaumont asked whether, following the recent visit from the Care Quality Commission (CQC), the positive feedback which had been received about Ward 6 had been dispersed throughout the hospital. Bridget Fletcher informed the meeting of the informal verbal feedback received immediately following the visit, stating that the CQC had observed a calm atmosphere in which the care shown to patients had been as good as was possible.

Bridget Fletcher that she had been invited to attend a meeting along with local MPs in early May with Simon Burns, Minister for Health in which the recently announced efficiency savings would be discussed eg. change in tariff, 30 day readmission etc. However, she would also discuss the solutions which were in hand for the Trust and would ask for support given the time scales required.

Pauline Sharp said that she had also been in discussions with local MP, Philip Davis, regarding the efficiency savings but had not received a satisfactory response to date. She also felt that integrated care should be the way forward in order to ensure appropriate discharge. Bridget Fletcher agreed that this was an issue that should be looked at in more detail along with ensuring the continuing care of patients.

Discussing the paper from HM Government “Working together for a stronger NHS” Pauline Sharp asked whether the Trust was aware of any events which were due to take place in our area. Ann Wagner reported that to date the Trust had not been informed of any regional or local events.

27/11 QUARTERLY AIREDALE NHSFT REPORT

(i) Finance Report Sheenagh Powell highlighted the following key points:

. all regulatory requirements for Monitor had been met . the overall year end position before taking account of technical adjustment for the revaluation of assets showed a surplus of £224,000 . the overall year end financial risk rating was 3 . the Trust was rated ‘green’ for governance for the full year

Sheenagh then invited questions from the Governors.

Adrian Mornin asked whether Sheenagh Powell could expand further on the planned savings. She explained that the efficiency savings had to be made on a year-on-year basis however some of the savings were currently on a non- recurrent basis.

John Roberts asked why, if the Trust received more income than originally planned, had there not been a bigger surplus. Sheenagh Powell explained that this was due to some services costing more to deliver along with the pressures from previous years when efficiency savings had not been achieved. Following the above comment regarding previous pressures, John Roberts asked what these pressures were. Sheenagh Powell said they were a number of elements but quoted the impact of the European Working Time Regulations for doctors on staffing costs as one example. Answering a further question from John Roberts, Sheenagh Powell confirmed that had the Trust had not received the additional income of £4.8m the financial performance would not be as good as had been reported. She informed the meeting that discussions were always taking place regarding the level of work that would be expected for the following year but it was not always possible to predict with certainty. 3

The Chairman stated that Bridget Fletcher and Sheenagh Powell looked at work planning extremely carefully to try to estimate the correct cost pressures which had not been done as well in previous years.

In response to a question from Adrian Mornin regarding the capex requirements for the electrical infrastructure project, Sheenagh Powell confirmed that it had been budgeted for accordingly.

Following the above discussions the Chairman assured the Governors that the Foundation Trust had discharged its responsibilities by achieving the Monitor risk rating of 3.

(ii) Performance Report The Chairman drew the Governors attention to the Foundation Trusts achievement of a green risk rating for the full year highlighting that this was not always achieved by other Foundation Trusts and although the Trust should not be complacent, this was a very good result from which the Governors ought to take considerable comfort.

Marcia Turner asked why the aggregate score was four for non-admitted patients. Sheenagh Powell said that additional monitoring was being focussed in this area in order to reduce numbers going forward.

Alan Pick said it was good to see such a pleasing report and asked if there was anything which the Foundation Trust could attribute its success to. Bridget Fletcher said it was due to the Trust having a team philosophy from Board level downwards. She acknowledged that the Trust was extremely lucky to have very good doctors, nurses and support staff. She informed the meeting that the Foundation Trust had embarked on a nationwide initiative a few years ago - ‘Safer Patients Initiative’, which was set up to test practical ways of improving hospital safety and to demonstrate what could be achieved through an organisation-wide approach to patient safety which everybody had embraced and continued to take on board.

The Chairman also mentioned the huge improvements to the number of cases of both MRSA and Clostridium Difficile which could be seen in the report and was to be attributed to the determination of all staff. This was evident from the 275 cases two years ago to just 16 cases in 2010/11. The Trust was however not complacent and therefore work continued to reduce the number of Clostridium Difficile cases.

28/11 ANNUAL PLAN 2011/12 UPDATE

Sheenagh Powell gave a presentation on the draft Annual Plan for 2011/12. Of particular note were the proposed vision statement and strategic objectives for the Foundation Trust.

Governors made a number of comments relating to the use of specific words and phrases expressed in the Annual Plan, which Sheenagh Powell and the Board would S Powell reflect on for inclusion in the final Annual Plan.

Bill Redlin asked how much of the £11.3m efficiency savings had been secured to date and was the Trust convinced that it could achieve these figures. Sheenagh Powell said that a robust review of all CIPs had been undertaken and it was felt that a prudent view had been taken on all savings. However, it was appreciated by all concerned that this was a challenge for the Trust to deliver not only for the current year but also to be able to ensure that the savings could be delivered long term.

The Chairman stated that all CIPs had to be met and the slippage which had 4 occurred in previous years was not possible this year or in future years. Therefore, it was important to ensure that all services could deliver in the same or similar way in future years.

Anne Medley said that staff were not mentioned in the strategy slide so asked what their role was. Sheenagh Powell agreed that this had not been mentioned in this summary slide but it was in the full paper.

Chris Nolan made the comment with regards to the voluntary redundancy currently in place saying there could be a danger of losing some of the more experienced members of staff which in turn could lead the Trust to becoming less efficient.

Ray Tremlett commented that he was pleased to hear “the brand” was now being used as patients were now given the choice of where they would like to be treated, therefore, it was important the Trust was “marketed” to ensure that patients first choice was Airedale NHSFT.

The draft Annual Plan 2011/12was received and noted .

29/11 AUDIT COMMISSION LETTER OF ENGAGEMENT

Sheenagh Powell in presenting the item explained that the letter sets out the responsibilities of the Audit Commission and the work they undertake for the Trust. She highlighted the additional audit work required as part of the Quality Account audit would incur an additional charge.

Alan Pick made a general comment about the poor drafting of the letter. Neil Boyle agreed with the comments made by Alan Pick but also said that the Governors had to understand the content of the letter if they had to approve what they were being told.

The Chairman agreed that the Governors should not sign something off if they did not understand the content. However, as this had to be agreed by 7 June 2011 it could cause a problem. David Adam suggested that any comments made by the Governors today could be fed back to the Audit Committee. Subject to the amendments being made to the Audit Committee, the Governors agreed the Finance Director could sign off the Letter of Engagement on behalf of the Council of S Powell Governors.

Sheenagh Powell said the letter from Communities and Local Government regarding the Audit Commission’s Audit Practice gave assurances that the Audit Commission would complete any work in hand. However, it was anticipated the Audit Commission would continue in some type of private sector working arrangement.

Marcia Turner said the future of the Audit Commission had been looked at in North Yorkshire and had concluded that in future there would be a competitive approach to external audit commissioning and therefore fees could reduce.

The letter was duly noted.

30/11 QUALITY ACCOUNTS 2010/11 UPDATE

Ron Drake, as Chair of QSAC, gave an update on the preparation of the Quality Account 2010/11. There were a number of standards which were mandatory which the Trust had to undertake. The important paper for the Governors to note was the timetable of events. He said he had met with the Governors at a recent Network Meeting and some of the comments raised had been incorporated into the report. He also agreed that it was important to use “the brand” to sell the hospital in the future.

5 Pam Essler said that some of the frustrations for the Governors had been associated with the early part of the timetable. A discussion had taken place regarding having a two year rolling plan whereby comments and actions could be evaluated. Ron Drake R Drake agreed to take these comments into account.

The report was received and the actions approved.

31/11 2011 ELECTION REPORT

Jane Downes presented the 2011 election report and highlighted that seats in Keighley East, South Craven and West Craven were contested and seats in Settle & Mid Craven, Keighley West and All Other Staff were uncontested. The seat for Lower Wharfe Valley had not received any nominations, therefore, would remain vacant following the resignation of the Governor for this consituency. The results for the contested seats would be declared on Tuesday, 24 May 2011.

32/11 GOVERNOR WORKING GROUPS ACTIVITY UPDATE

The Chairman took the paper as read but asked the Chair of each group for any additional comments.

Membership Development Group Pauline Sharp reported it was not only the Group who had done excellent work with Bradford Metropolitan District area but also the Membership Office. She asked all Governors if they would help with the external activities which were planned for the forthcoming months eg. stands at shows/carnivals and in Outpatients Department. Anne Medley also said that as well as recruiting new members it was important to engage and retain the current members. Therefore, support from all Public, Staff and Stakeholder Governors was required.

Colin Millar said that the membership had grown steadily until November 2010 since when it had plateaud. He reiterated that it was a requirement from Monitor to ensure All that the membership increased, therefore, assistance from Governors for recruitment Governors was necessary.

Organ Donation Group Val Winterburn had no further comment regarding the activities of the Group, however, she informed the meeting that the Membership Office had organised a Focus On Organ Donation and Transplantation Event for Members in May.

Equality and Diversity Steering Group Adrian Mornin said the newly established Group had met on two occasions to date. The SHA were due to undertake a presentation to the Group regarding the new EDS system at the next meeting.

Patient/Carer Condition Management Group Anne Medley said that an initial meeting had taken place however no Terms of Reference or future dates had been agreed. The Chairman asked the Company Secretary to follow this up. Company Secretary Patient & Public Involvement & Experience Working Group Peter Beaumont added that the Group was looking at how patients were treated and a survey was due to take place shortly.

Health & Wellbeing Implementation Group Alan Pick said he had joined a well established Group who had established a very detailed action plan. He had seen a draft of the proposed Staff Newsletter but understood there was a query on the cost of the printing. Chris Lisle confirmed that funding had now been identified.

Quality Accounts Steering Group 6 John Roberts had attended three meetings. Discussions had taken place regarding the publication format of the public document. It was noted that the 2009/10 Quality Accounts had received accolades.

Pauline Sharp asked whether the dementia pathway included the butterfly scheme which John Roberts could not confirm.

33/11 ITEMS TO NOTIFY GOVERNORS

(i) Board Sub-Committees It was noted that the Trust was seeking expressions of interest for the following Board Sub Committees: Audit Committee, Finance, Performance, Quality and Investment Committee and Clinical Quality and Safety Assurance Committee.

The Company Secretary said preference would be given to those Governors who were not involved already in any other groups. If Governors required any further information on any of the three committees they should contact her as soon as possible. The closing date for expressions of interest was Friday, 20 May 2011. The Chairman encouraged Governors to put themselves forward for these groups.

Ron Drake said the other NEDs would be happy to answer any questions or queries the Governors may have on any of the groups.

John Roberts asked what the selection process would be. The Chairman said one of the aims of asking for Governor attendance at meetings was to spread Governor involvement and they would try to match Governors backgrounds/skills to the groups.

In addition to the three Board Sub Committees, the Company Secretary said nominations were invited for membership of the Patient Outcomes Group. The process was duly noted. Pam Essler asked for clarification of the linkage Company between the committees and working groups. A committee/groups structure Secretary chart would be provided.

(ii) Council of Governor Meeting Dates The Chairman in presenting the proposed 2011/12 dates for Council of Governor meetings referred to his earlier discussions with one Governor who had particular difficulty in attending meetings on Wednesdays. The Chairman asked for views on the standardising of dates to a specific day of the week. A number of comments were made regarding the change from alternating days to which the Chairman said that not every day/date would be suitable for such a large number of people and it was felt standardising the meetings to a set day would be much easier for all concerned.

After due consideration the dates for 2011/12 were approved.

(iii) Governors Register of Interests The current register of interests was presented. The Company Secretary All requested any changes to be submitted by Friday, 13 May 2011.

(iv) Governor Resignation The Company Secretary informed the meeting she had received notice of the resignation of Mark Haw-Wells, Public Governor for Bingley with immediate effect. As the election process had already commenced it was noted that in accordance with the Election Rules, the candidate achieving second place in the initial elections would be contacted and offered the seat.

34/11 MEMBERS QUESTIONS

The Chairman had received questions from two members of the public. 7

Mr David Keighley asked “Can the Board give details of other Foundation Trusts in Yorkshire of a similar size that are paying Chair and Non-Execs inline with those publicised, whilst running at a deficit”. The Chairman responded by saying the Trust had been running in surplus since March 2007. He also said other Trusts were remunerating their Chairs and NEDs 20% more than the Chair and NEDs at Airedale NHS FT received. In response Mr Keighley asked why the Trust had not put a statement in the local press to that effect. The Chairman explained that it was not always possible to respond to everything which was printed in the local press.

Mr Sawyer asked “Does the Board agree that given the present financial situation it was a poor PR decision to double the salaries of NEDs?” The Chairman responded by saying one of the first tasks of a Council of Governors was to set the fees for the Chair and NEDs. The Trust had been authorised from 1 June 2010 however it had been agreed not to look at the remuneration of the Chair and NEDs until the Governors were established. In October 2010, an Appointments and Remuneration Committee had been formed, which included several Governors, and they had subsequently recommended the remuneration levels for the Chair and NEDs. This had been discussed and agreed at the January 2011 Council of Governor meeting. He did agree that the timing was unfortunate due to the workforce reduction plan which had been publicised in the local press. Mr Sawyer took on board the above comments but said the issue was not around what the Chair and NEDs were being paid but how it was presented to the local press. The Chairman said that data was available on the internet regarding remuneration of Chairs and NEDs and that the Trust had benchmarked their fees against those at the bottom of the range to ensure appropriate benchmarking. He also mentioned a simile: Yorkshire Building Society was an organisation of a similar size to Airedale NHSFT and their NEDs were paid £60k per annum against a fee of £12.5k for the NEDs at Airedale NHSFT.

A member of the public asked whether the Council of Governors had given any thought regarding the reaction from the staff with regards to these increases. The Chairman reiterated that when Governors had taken their decision in January, they were fully aware of the Trusts’s financial position and the need for very substantial savings, equivalent to 300 jobs.

Alan Sturgess, Public Governor for Settle and Mid-Craven confirmed that the majority of the Governors had been in agreement with the increases.

Adrian Mornin commented that none of the Governors had been cajoled into making the decision about remuneration levels. He said that since becoming a Foundation Trust the role of the Chair and NED had significantly changed and it was important to ensure the Trust had the right calibre of people in these positions. This issue had been debated in detail by the Governors. He also informed the members of the public that the press were invited to all meetings, including the one in January, and the increase in remuneration levels had not been reported in he media following that meeting.

Pauline Sharp added that the working hours of the Non Executive Directors had doubled since becoming a Foundation Trust, and therefore the increase was pro rata to the hours worked.

35/11 FORWARD AGENDA

Adrian Mornin said he had expected another presentation regarding the Annual Plan. The Chairman said that presentation of the final Annual Plan was scheduled for July.

36/11 ANY OTHER BUSINESS

Adrian Mornin informed the meeting that the dates for the Network Meetings had been arranged to the end of the year and should any Governors have any problems with the dates to inform the Membership Office as soon as possible. He emphasised that 8 these meetings were open to all Governors - Public, Stakeholder and Staff.

The public meeting was adjourned for a short private meeting to take place. The meeting was then re-convened to consider the following items.

37/11 RE-APPOINTMENT OF NON EXECUTIVE DIRECTOR

The Council of Governors approved the recommendation that Mr Alan Sutton be re- appointed as Non Executive Director to serve a term of 12 months with effect from 1 June 2011.

38/11 REVIEW AND CLOSE OF MEETING

All Governors agreed that the meeting had been good and informative.

The next quarterly meeting would be held on Wednesday, 27 July 2011 at 4.00 pm in the Board Room in the Education Centre.

There being no further business the Chairman declared the meeting closed.

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