Committees

The Trust Board has four statutory committees, and two other committees, to scrutinise the Trust’s governance systems and to provide assurance to the Trust Board on their effectiveness. The four statutory committees are:

• Audit Committee
• Remuneration Committee
• Charitable Trust Funds Advisory Committee
• Assurance Committee

The two other committees are:

• Performance and Finance Committee
• Strategic Change & Improvement Capability Committee

Audit Committee

The Audit Committee has a central role in the Trust’s Governance Framework in assisting the Board to ensure that an effective control system is in place.

The Committee shall review the establishment and maintenance of an effective system of internal control, across the whole of the organisation’s activities (both clinical and non-clinical) that supports the achievement of the organisation’s objectives.

In particular, the Committee will review:

• the adequacy of all risk and control related disclosure statements (in particular the Governance Statement), together with any accompanying Head of Internal Audit statement, external audit opinion or other appropriate independent assurances, prior to endorsement by the Board
• the adequacy of the underlying assurance processes that indicate the degree of the achievement of corporate objectives, the effectiveness of the management of principal risks and the appropriateness of the above disclosure statements
• the adequacy of the policies for ensuring compliance with relevant regularity, legal and code of conduct requirements, including the Trust’s Standing Orders and Standing Financial Instructions
• the adequacy of the policies and procedures for all work related to fraud and corruption as required by the BSO Counter Fraud and Probity Service
• the annual schedule of losses and compensation payments and will make recommendations to the Board regarding their approval
• on a periodic basis, the Committee will review the Trust’s Raising Concerns Register and any updates to the associated policy

The Committee consists of three Non-Executive members and is chaired by a Non-Executive Director. The Committee provides assurance to the Trust Board and the Accounting Officer on the systems of internal control. Minutes of meetings are presented to the Trust Board.

Remuneration Committee

The Remuneration Committee is a Committee of the Trust Board tasked with the responsibility for approving the remuneration of Executives. The Committee is chaired by the Trust Chairman and has two other Non-Executive Directors members.
The main functions of the Committee are as follows:

• To advise and make recommendations to the Board on performance, development, succession planning and appropriate remuneration and terms of service for the Chief Executive and all Senior Executives, guided by Department of Health policy and best practice, and on the advice of the Chief Executive and other Senior Executives as appropriate.
• To provide advice to the Board on remuneration including all aspects of salary and other contractual terms as well as arrangements for termination of employment of senior executives.
• To ensure robust objectives, performance measures and evaluation processes are in place within the Trust in respect of Senior Executives.
• To ensure that the Chief Executive and Senior Executives are fairly rewarded for their individual contribution to the organisation having proper regard to the organisation’s circumstances and performance and to the provision of national arrangements.
• To monitor and evaluate the performance and development of the Chief Executive and on the advice of the Chief Executive, the other Senior Executives of the Trust.
• To oversee appropriate contractual arrangements for the Chief Executive and Senior Executives including the proper calculation and scrutiny of termination payments taking account of relevant guidance as appropriate.
• The Chief Executive is responsible for ensuring that the Director of Human Resources brings forward the necessary information in a timely manner to enable the Committee to discharge its functions and take appropriate follow-up action.

Charitable Trust Funds Advisory Committee

The Charitable Trust Funds Advisory Committee is chaired by a Non-Executive Director with senior staff including the Director of Finance in attendance.

The role of the Committee is to oversee the administration, including banking arrangements, of CTFs, their investment and disbursement. The responsibility for expending of the charitable funds remains with the individual fund managers.

The Committee will:

• Satisfy itself that CTFs are managed in line with guidance in the Trust’s Standing Financial Instructions, Departmental guidance and legislation.
• Ratify the creation of a new fund where funds and/or other assets are received from donors in circumstances where the wishes of the donor cannot be accommodated within the scope of an existing fund.
• Make recommendations on the potential for rationalisation of funds within statutory guidelines and take appropriate action.
• Ensure that assets in the ownership of, or used by, a CTF will be maintained with the Trust’s general estate and inventory of assets.
• Ensure that a strategic approach is adopted with regard to CTF expenditure and that Directorates produce and implement annual expenditure plans relating to all funds at their disposal.
• Use their best endeavours to ensure that funds are not unduly or unnecessarily accumulated.
• Ensure that expenditure from CTFs is subject to appropriate value for money considerations including proper procurement procedures where applicable.
• Ensure that Annual Accounts are prepared in accordance with Department of Health guidelines and submitted to the Trust Board within agreed timescales.
• Ensure that a Governance Report and a Trustees Report are produced as part of the annual accounts process for CTFs.
• On behalf of the Trust Board, and on the advice of the Senior Management Team, the Committee will authorise appropriate policies and procedures in relation to CTFs.

Minutes of the Charitable Trust Funds Committee are presented to Trust Board.

Assurance Committee

The purpose of the Assurance Committee is to review the effectiveness and reliability of the Trust’s assurances regarding governance arrangements, risk management and the control environment.

The Assurance Committee should confirm the comprehensiveness of the Integrated Governance and Assurance Framework including the Principal Risk Document to ensure that there are robust assurance systems and processes in place for all undertakings of the Trust.

The Assurance Committee provides a second line of assurance within the Integrated Governance and Assurance Framework and will ensure that robust governance, risk management and assurance processes are in place across the organisation to promote the delivery of key corporate objectives.

The Assurance Committee consists of all Non-Executive Directors. The Committee is chaired by the Trust Chairman.

The Committee will:

• Quarterly review and approve the Principal Risk Document.
• Review the Corporate Risk Register annually.
• Regularly review arrangements for risk management and corporate governance and agree further updates/changes with Executive Directors.
• Consider the effectiveness of the key controls through which risks will be managed.
• Consider and advise on areas of acceptable risk.
• Ensure the views of the local community, experts by experience and staff input are incorporated into the development of services.
• Seek assurance that timely reports are made on recommendations and remedial actions taken or proposed to mitigate any internal failing in systems or services.

The work of the Assurance Committee is supported by the Risk and Assurance Group, composed of Executive and Operational Directors, which provides an operational focus to risk management and integrated governance. The Risk and Assurance Group is chaired by the Chief Executive.

Performance and Finance Committee

The purpose of the Performance and Finance Committee is to support the Board in delivering on its statutory responsibility to “break-even” and on performance and service improvement targets including those required under Service and Budget Agreements in place with Commissioners.

The Performance and Finance Committee provides a second line of assurance within the Integrated Governance and Assurance Framework and will ensure that robust governance, risk management and assurance processes are in place across the organisation to promote the delivery of key corporate objectives.

This is a scrutiny Committee and does not replace the operational performance management arrangements for which the Executive Directors are responsible. The committee consists of two Non-Executive Directors with the Executive Director of Finance and the Divisional Director of Strategic Development and Business Services attending.

Committee minutes are presented to Trust Board.

Strategic Change and Improvement Capability Committee

The purpose of the Strategic Change and Improvement Capability Committee is to support the Board in delivering on its statutory responsibility to deliver a transformational, sustainable delivery model that is co-produced with local stakeholders and communities.

The Strategic Change and Improvement Capability Committee provides a second line of assurance within the Integrated Governance and Assurance Framework and will ensure that robust governance, risk management and assurance processes are in place across the organisation to promote the delivery of key Corporate objectives.

The committee has two Non-Executive Director members and the Director of Operations, Executive Director of Finance, Director of Human Resources, Organisational Development and Corporate Communications, and the Divisional Director of Strategic Development and Business Services also attend.

Committee minutes are presented to Trust Board.