Board roles and terms of reference

This Memorandum of Understanding between the Chair and Chief Executive sets out our differing and complementary leadership roles.

We have drawn on best practice in Chair and CEO relationships from the public and private sectors, including guidance contained in The NHS Foundation Trust Code of Governance (2014, revised 2023), The Office for Public Management’s Understanding the relationship between NHS Chairs and CEOs and the final recommendations from David Walker’s Review of corporate governance in UK banks and other financial industry entities (published on 26th November 2009).

In accordance with best practice, we believe that as Chair and Chief Executive it is essential that we are clear about our respective roles. We agree that at the broadcast level the Chair’s role is to lead the Board of Directors in creating the conditions of effective governance thereby ensuring that the organisation has the culture, vision, strategy, resources, performance monitoring and accountability mechanisms in place which will deliver the objectives of the organisation. 

The Chair is also responsible for leading the Council of Governors and ensuring that Governors understand their role and have the resources, information and knowledge necessary to discharge their duties. 

The Chief Executive’s role is to lead the Executive Team and ultimately ensure that the Board’s vision and strategy is achieved and that all risks are effectively managed.  To do so, the Chief Executive designs, embeds and iterates a system of internal control across the organisation – running the Trust on a day to day basis.

We acknowledge that the Chair’s role is not an Executive role and therefore does not require her to become involved in the day to day running of the organisation. We both respect the authority of the Board as the ultimate decision-making body in the organisation, whilst at the same time accepting that the Chief Executive in his capacity as Accounting Officer has a personal responsibility to Parliament for the overall performance and conduct of the organisation. Further clarification of each of these roles is provided in the table below. 

We have a shared role in communicating with external audiences, including NHSI/E, but agree that the Chief Executive will take the lead in communicating with external parties about performance issues at the organisation. 

We recognise that the way in which we conduct ourselves individually and together has a significant impact on the effectiveness of the Board and the culture of the organisation. We will therefore strive to behave consistent with the contents of this Memorandum and model the values of the organisation at all times. However, we understand that whilst roles can be clarified and allocated, in practice they can be interpreted differently and/or there can be a blurring of boundaries as particular situations and needs arise. Therefore, as Chair and Chief Executive, we are committed to ongoing discussions about our roles, and to seeking feedback from Board colleagues from time to time, including regularly reflecting on the extent to which we are operating consistently with the role specifications outlined in this Memorandum. 
 

Chair

I will: 

• Ensure that the Board of Directors and Council of Governors are effective in all aspects of their respective roles. I will achieve this by:
• Ensuring that the Board has a strategy and Chief Executive capable of delivering the objectives of the organisation;
• Ensuring the Board and the Council of Governors understand and focus on their respective roles;
• Setting their respective agendas so that adequate time is available for substantive discussion on strategic and material issues;
• Facilitating, encouraging and expecting the informed and critical contribution of the Directors and Governors in particular;
• Ensuring that Directors and Governors receive all information that is relevant to discharge their duties in an accurate, timely and clear form;
• Ensuring that constructive relations exist between Executive Directors, Non-Executive Directors, and Governors and ultimately between the Council of Governors and the Board of Directors;
• Ensure that the Directors and Governors continually update their skills, knowledge and familiarity with the organisation;
• Ensure that new Directors and Governors receive a full, formal and tailored induction.
• Support the CEO in the effective communication with stakeholders.
• Build strong external networks and liaise with stakeholders.
• Regularly evaluate the performance of the Chief Executive, the Board, committees and individual non-executive directors.
• Ensure that the Council of Governors regularly evaluates its effectiveness and the effectiveness of individual members.

I will not: 

• Be operational or interfere with the day-to-day implementation of the strategy or delivery of the organisation’s core business.
• Take significant decisions without the prior consent of the Board or consultation with the Chief Executive.
• Demand too much time of the Chief Executive and his colleagues.
• As a non-executive Chair, I will not direct executive colleagues.

Chief executive

I will:

• Ensure that an appropriate management structure is in place and that appropriate Executive portfolios are in place.
• In consultation with the Chair, propose a direction for the organisation for the Board to debate and challenge.
• Once decided, work towards implementing the Board’s direction for the organisation.
• Provide leadership in all aspects of organisational activities.
• Provide an effective system of risk management, thereby identifying, mitigating and/or controlling all aspects of risk to a level tolerated by the Board, ICB system and NHSI/E.
• Oversee the day-to-day running of the organisation with other Executive colleagues.
• Ensure that the Executive team and individual Executive Directors are effective in their role.
• Lead effective communication with patients, carers, members, staff, partners and other stakeholders including the regulators.

I will not:

• Disrespect the role and authority of the Board and the advice/ guidance of the Chair.
• Fail to brief the Chair on a timely basis.
• Be guarded or secretive with the Chair over the affairs of the organisation.
• Be defensive when challenged by the Chair.
   

Role of the NHS Board and Chair

Job Description - Trust Chair
Remuneration: £44,100 - £50,000 per annum Time Commitment: circa 3 days per week Accountable to: Council of Governors​​​​​​​

NHS boards play a key role in shaping the strategy, vision and purpose of an organisation. They hold the organisation to account for the delivery of strategy and ensure value for money. They are also responsible for assuring that risks to the organisation and the public are managed and mitigated effectively. Led by an independent chair and composed of a mixture of both executive and independent non-executive members, the board has a collective responsibility for the performance of the organisation. The Chair also ensures the Board is focused on improving outcomes in population health and healthcare, and fosters a culture of learning and continuous improvement, with a particular focus on quality, safety, access, patient experience.

The purpose of NHS boards is to govern effectively, and in so doing build patient, public and stakeholder confidence that their health and healthcare is in safe hands. This fundamental accountability to the public and stakeholders is delivered by building confidence:

• in the quality and safety of health services
• that resources are invested in a way that delivers optimal health outcomes
• in the accessibility and responsiveness of health services
• that patients and the public can help to shape health services to meet their needs
• that public money is spent in a way that is fair, efficient, effective and economic.

Role description

To carry out their role effectively, the chair must cultivate a strong, collaborative relationship with the chief executive. Many responsibilities in this role description will be discharged in partnership with the chief executive. It is important the chair and the chief executive are clear about their individual and shared roles, and their respective responsibilities towards the unitary board.

Together, the chair and the chief executive set the tone for the whole organisation. They are ultimately responsible for ensuring that the population the trust serves and the wider system in which the organisation sits receive the best possible care in a sustainable way.

Responsibilities of the chair
The Chair has a unique role in leading the NHS trust board. The role combines the duty to lead effective governance, consistent with the Nolan principles and NHS values, with securing a long-term vision and strategy for the organisation. Fundamentally, the chair is responsible for the effective leadership of the board. They are pivotal in creating the conditions necessary for overall board and individual director effectiveness.
 

Central to the chair’s role are five key responsibilities:

Strategic

In their strategic leadership role, the trust chair is responsible for:

• ensuring the whole board of directors plays a full part in developing and determining the trust’s vision, values, strategy and overall objectives to deliver organisational purpose and sustainability
•  ensuring the trust’s strategy aligns with the principles guiding the NHS and the NHS values
• ensuring the board identifies the key risks the trust faces in implementing its strategy; determines its approach and attitude to providing effective oversight of those risks and ensures there are prudent controls to assist in managing risk
• holding the chief executive to account for delivering the strategy and performance.

People

In their role shaping organisational culture and setting the right tone at the top, the trust chair is responsible for:

• providing visible leadership in developing a healthy, open and transparent patient-centred culture for the organisation, where all staff have equality of opportunity to progress, the freedom to speak up is encouraged, and ensuring that this culture is reflected and modelled in their own and in the board’s behaviour and decision-making
• leading and supporting a constructive dynamic within the board, enabling grounded debate with contributions from all directors
• promoting the highest standards of ethics, integrity, probity and corporate governance throughout the organisation and particularly on the board
• demonstrating visible ethical, compassionate and inclusive personal leadership by modelling the highest standards of personal behaviour and ensuring the board follows this example
• ensuring that constructive relationships based on candour, trust and mutual respect exist between executive and non- executive directors
• developing effective working relationships with all the board directors, particularly the chief executive, providing support, guidance and advice.

In their role developing the board’s capacity and capability, the trust chair is responsible for:

• ensuring the board sees itself as a team, has the right balance and diversity of skills, knowledge and perspectives, and the confidence to challenge on all aspects of clinical and organisational planning; this includes:
  • regularly reviewing the board’s composition and sustainability with the chief executive and the nominations committee
  • considering succession planning for the board, including attracting and developing future talent
  • considering the suitability and diversity of non-executive directors who are assigned as chairs and members of the board’s committees, such that as far as possible they reflect the workforce and respective communities served by the board
  • where necessary, leading in seeking the removal of non-executive directors and giving counsel in the removal of executive directors
• leading on continual director development of skills, knowledge and familiarity with the organisation and health and social care system, to enable them to carry out their role on the board effectively, including through:
  • induction programmes for new directors
  • ensuring annual evaluation of the board performance, the board’s committees, and the directors in respect of their board contribution and development needs, acting on the results of these evaluations and supporting personal development planning
  • taking account of their own development needs through, for example, personal reflection, peer learning and mentoring/reverse mentoring as part of the wider NHS provider chair community
  • developing a board that is genuinely connected to and assured about staff and patient experience, as demonstrated by appropriate feedback and other measures, including the Workforce Race Equality Standard (WRES); Workforce Disability Equality Standard (WDES); and Equality Delivery System (EDS).

Partnerships

In their role as an ambassador, leading in developing relationships and partnership working, the chair is responsible for:

• promoting an understanding of the board’s role, and the role of non-executive and executive directors
• representing the organisation externally, developing and facilitating strong partnerships, and promoting collaborative, whole-system working through engagement with:
  • patients and the public
  • all staff
  • key partners across public, private and voluntary sectors
  • regulators
  • other chairs in the system and the wider NHS provider chair community, including where appropriate, through:
    • integrating with other care providers
    • identifying, managing and sharing risks
    • ensuring decisions benefit the local population, prioritising the needs of the citizens served by the organisation at a system level
• ensuring that effective communication with stakeholders creates board debate encompassing diverse views, and giving sufficient time and consideration to complex, contentious or sensitive issues

Professional acumen

In their role as governance lead for the board, the chair is responsible for:

• making sure the board operates effectively and understands its own accountability and compliance with its approved procedures – for example, meeting statutory duties relating to annual reporting
• personally doing the right thing, ethically and in line with the NHS values, demonstrating this to and expecting the same behaviour from the board
• leading the board in establishing effective and ethical decision-making processes
• setting an integrated board agenda relevant to the trust’s current operating environment and taking full account of the important strategic issues and key risks it face
• ensuring that the board receives accurate, high quality, timely and clear information, that the related assurance systems are fit for purpose and that there is a good flow of information between the board, its committees, the council and senior management
• ensuring board committees are properly constituted and effective

In their role as facilitator of the board, the chair is responsible for:

• providing the environment for agile debate that considers the big picture
• ensuring the board collectively and individually applies sufficient challenge, balancing the ability to seize opportunities while retaining robust and transparent decision-making
• facilitating the effective contribution of all members of the board, drawing on their individual skills, experience and knowledge and in the case of nonexecutive directors, their independence
• working with and supporting the trust board secretary in establishing and maintaining the board’s annual cycle of business

Outcomes focus

In their role as a catalyst for change, the chair is responsible for:

• ensuring all board members are well briefed on external context – e.g. policy, integration, partnerships and societal trends – and this is reflected in board debate
• fostering a culture of innovation and learning, by being outward-looking, promoting and embedding innovation, technology and transformation through the board business and debate
• promoting academic excellence and research as a means of taking health and care services forward
• ensuring performance is accurately measured against constitutional and Care Quality Commission ‘well-led’ standards
• ensuring performance on equality, diversity and inclusion for all patients and staff is accurately measured and progressed against national frameworks, including WRES, WDES and EDS
• above all, ensuring the board maintains an unrelenting interest in and focus on the continuous improvement and self- assessment of patient safety, experience and clinical outcomes.

Person Specification

We are looking for candidates who want to use their energy, skills and experience to help drive the delivery of sustainable healthcare services for the communities served by Pennine Care NHSFT. Required skills, experience and attributes are described in the NHS Leadership Competency Framework for Board Members set out below:

The six NHS leadership competency domains:

Driving high-quality and sustainable outcomes

The skills, knowledge and behaviours needed to deliver and bring about high quality and safe care and lasting change and improvement – from ensuring all staff are trained and well led, to fostering improvement and innovation which leads to better health and care outcomes. Candidates will have:

• A demonstrable interest in health and social care and a strong desire to achieve the best sustainable outcomes for all patients and service users through encouraging continuous improvement, clinical excellence and value for money
• Strong understanding of financial management, with the ability to balance the competing objectives of quality, operational performance and finance
• An appreciation of constitutional and regulatory NHS standards

Setting strategy and delivering long-term transformation

The skills that need to be employed in strategy development and planning, and ensuring a system wide view, along with using intelligence from quality, performance, finance and workforce measures to feed into strategy development.
Candidates will have:

• Experience of leading and delivering against long-term vision and strategy
• Experience leading transformational change, managing complex organisations, budgets and people

Promoting equality and inclusion, and reducing health and workforce inequalities

The importance of continually reviewing plans and strategies to ensure their delivery leads to improved services and outcomes for all communities, narrows health and workforce inequalities, and promotes inclusion. Candidates will have:

• A clear commitment towards issues of equality, diversity and inclusion
• Significant experience of engaging with the diverse social, economic and cultural groups served by the organisation

Providing robust governance and assurance

The system of leadership accountability and the behaviours, values and standards that underpin our work as leaders. This domain also covers the principles of evaluation, the significance of evidence and assurance in decision making and ensuring patient safety, and the vital importance of collaboration on the board to drive delivery and improvement. Candidates will have:

• Prior board experience (any sector, executive or non-executive role)
• Evidence of successfully demonstrating the NHS Leadership competencies in other leadership roles
• An ability to identify and address issues, including underperformance, and to scrutinise and challenge information effectively for assurance

Creating a compassionate, just and positive culture

The skills and behaviours needed to develop great team and organisation cultures. This includes ensuring all staff and service users are listened to and heard, being respectful and challenging inappropriate behaviours. Candidates will have:

• A clear commitment to the NHS and the trust’s values and principles
• Experience of building effective teams, encouraging change and innovation and shaping an open, inclusive and compassionate culture through setting the right tone at the top and championing diversity at, and across, all levels
• Strongly focused on the experience of all staff and patients
• Experience managing conflict, finding compromise and building consensus across varied stakeholder groups with potentially conflicting priorities

Building a trusted relationship with partners and communities

The need to collaborate, consult and co-produce with colleagues in neighbouring teams, providers and systems, people using services, our communities, and our workforce. Strengthening relationships and developing collaborative behaviours are key to the integrated care environment. Candidates will have:

• A desire to engage with the local population and to collaborate with senior stakeholders across the health and care system
• Strong interpersonal, communication and leadership skills

Additional requirement

In addition, individuals must meet the requirements of the Fit and Proper Persons Test: https://www.england.nhs.uk/publication/nhs-england-fit-and-proper-person-test-framework-forboard-members/

Desirable experience

• Prior experience as a chair or non-executive director (any sector)
• Prior senior experience of complex organisations outside the NHS, i.e. private, voluntary or other public sector providers of similar scale

Applications will be assessed on merit, as part of a fair and open process, from the widest possible pool of candidates. The information provided by applicants will be relied on to assess whether sufficient personal responsibility and achievement have been demonstrated in previous/other roles, to satisfy the experience being sought.

The best boards are those that reflect the workforce and communities they serve. All individuals regardless of race, age, disability, ethnicity, nationality, gender, gender reassignment, sexual orientation, religion or belief, marriage and civil partnership are encouraged to apply for this post. We would also encourage applications from individuals with a lived experience of mental illness, either individually or as a carer.

Job Description - Chief Executive Officer

Location/Base: Trust Headquarters

Responsible to: Chair

Main Contacts: Chair, Executive Directors, Non-Executive Directors Council of Governors, External Stakeholders (Other NHS providers, Local Authorities, NHS England/Improvement, CQC, GM Health and Social Care Partnership, Voluntary and Community Sector Partners, Emergency Services, Universities and Further Education providers)

Job Summary

Reporting to the Chair and Trust Board, our Chief Executive will be a values-led leader who upholds and demonstrates kindness, fairness, ingenuity and determination in all they do. They will be an open and collaborative partner and instil trust and respect with partners across the Greater Manchester Health and Care system as well as with our staff, service users, carers and communities.

The Chief Executive will be responsible for the overall performance, effective management, and day-to-day delivery of the Trust’s activities and for inspiring stakeholders with a clear vision that is focused on our purpose to maximise people’s potential to live more rewarding lives and to create a great place to work. The Chief Executive will set the aspiration for our Trust and create an empowering environment in which there is psychological safety and true involvement of service users, staff, partners and communities in our continued development. They will be an inclusive leader who demonstrates a commitment to person-centred services and to reducing health inequalities. You will be passionate about improving the quality of life and outcomes for people with mental ill health and or learning disabilities and committed to our populations.

They will ensure that all financial, performance and quality targets are understood, owned and met and that our relationships with our education partners, regulators, and commissioners are open, transparent and progressive.

As set out in the Health and Social Care Act 2012 (the Act), the Chief Executive is the Accountable Officer and will effectively discharge all duties and responsibilities identified in the Act. In that role they will ensure the Board appropriately discharges its statutory duties.

Key result areas

Strategy, leadership and management

• To work with service users, carers, colleagues, and partners to uphold the Trust’s vision, ensuring this is clear, inspiring and that the Trust plays its full part in a sustainable future for mental health and learning disability services.
• To develop the Trust’s vision – in conjunction with the Council of Governors and Board of Directors – into a set of objectives which are clear and measurable and unpinned by robust enabling strategies.
• Deliver and enhance the Trust’s strategy considering the changing needs of other key stakeholders, integrated care system partners, service users and carers, primary care networks, third sector organisations, and staff at all levels.
• To ensure the successful delivery of strategic objectives and execution of the overarching strategy by providing leadership to, and support and development of, the Executive Team; ensuring the Trust has the capacity, capability, and the effective management systems to deliver these within a culture of collective and compassionate leadership.
• To ensure that the organisation continues to contribute towards its sustainability goals and is an active and responsible corporate citizen.

Governance, stewardship, and regulatory compliance

• As Accountable Officer for the Foundation Trust, ensure that the Trust meets its statutory requirements and service obligations as set out in its Provider License.
• To be responsible for ensuring that the Trust acts within a framework of good governance and in accordance with the Trust constitution as agreed by the Council of Governors and to deliver the Trust business in a safe, effective, efficient, and economical way.
• As the Accountable Officer for the Trust, ensure that the governance arrangements are in place reflect the highest standards of probity, openness, transparency, and conduct.
• To work closely with the Chair to ensure that proper constitutional, governance, and development arrangements are in place to assure ongoing capability and capacity to meet their collective and individual duties and responsibilities.
• To contribute to the development, promotion and application of Trust values and of a just culture.

Commercial and business development

• To ensure that the Trust provides services as a mental health and learning disabilities provider where it is appropriate for the Trust to be the provider rather than providers in primary care and the third sector.
• To ensure delivery of the highest quality services through effective contract management to secure the best possible outcomes for service users within appropriate resource allocation whilst maintaining a consistent focus on safety, quality, integration, and innovation.
• Service development and provision
• To enhance and deliver our 5 year strategy focused on our 4 big ambitions and to continue to enhance community engagement and access, and shape our services in line with the future needs of local communities.
• To ensure that service users and carers are engaged and actively involved in service developments and service provision.
• To ensure that internal and external systems are in place to deliver safe and effective services.
• To enhance the Trust’s position within the GM integrated care system structure as a champion for reducing health inequalities and ensuring parity of esteem for mental health and learning disabilities services as part of the system-wide governance structure, resource allocation and decision-making.

Performance management

• To ensure services are well-positioned to achieve meaningful outcomes for service users and their carers, that these demonstrate reduction in health inequalities and that service users are actively involved in service development.
• To ensure performance and development systems are in place to achieve compliance with and, where possible, exceed regulatory and quality standards.
• To ensure effective management of resources through the development of key performance indicators which are regularly monitored by the Board of Directors.
• To ensure the development of a performance management culture which is supportive, motivating, and embraces Trust and system-wide learning, objective setting, and involvement of staff at all levels.
• To promote a culture of continuous quality improvement with underpinning strategies and support to empower all staff with the tools and techniques that allow them to contribute to innovation.

Partnership working, social inclusion and stakeholder engagement

• Contributing towards a truly integrated care system giving people control over their own health and the care they receive, driving forward a collaborative approach to working with other service providers and communities.
• Contributing to the development of integrated care systems in each of our localities to deliver the best possible care.
• Work with the wider health and care system partners including Greater Manchester Mental Health NHS Foundation Trust, the Third Sector and local government and establish dynamic partnerships to address complex health problems and issues of inequality.
• Build and maintain effective working relationships with a wide range of stakeholders, integral to the success of the Trust and integrated care system and as a socially responsible employer and provider.
• To develop a culture and practice within which coproduction and involvement of service users and carers are meaningful and embedded in the Trust services, and ways of working.
• To develop and maintain constructive relationships with local, regional, and national regulators, commissioners, Primary Care Networks, local authorities, MPs, the third sector, and other relevant organisations within the community.
• To create a strong reputation for Pennine Care in the system contributing to wider system solutions and celebrating the achievements of our staff and service users.
• Building on ongoing relationships and dialogue to raise aware of, and eradicate, the stigma associated with mental health and learning disabilities services.

Financial

• As Accountable Officer, to be responsible for the financial performance of the Trust and for effective financial systems being in place enabling the Trust’s financial and statutory duties to be met.
• To ensure timely and sufficient reporting of such matters to the Board of Directors so that it is adequately placed to make informed decisions about the financial health of the Trust and the wider integrated care system.
• To recommend to the Board of Directors an annual budget and financial plan and ensuring their achievement following approval, taking into consideration wider system-wide priorities.

Human Resources

• To ensure that the Trust delivers a People Strategy which supports the delivery of its objectives, incorporating national, system-wide and local priority initiatives.
• To ensure that the Trust is at the forefront of the current national commitment to supporting, engaging, and recognising the contribution of its staff.
• To ensure the implementation of the Trust’s Equality, Diversity and Inclusion strategy, ensuring a zero-tolerance response to discrimination and inequality.

Organisational development

• To promote and embed a devolved, empowered leadership style with effective engagement of colleagues to create a just culture that is fair and inclusive; transparent, curious and outward facing.
• To ensure effective mechanisms are in place to capture organisational learning from the varied sources both within and out-with the Trust.

This role outline reflects the main responsibilities and duties of the post as it currently stands. These may be subject to amendment in accordance with changes in circumstances and priorities. Such changes will be discussed with the post holder.

General Duties of all post holders

• To undertake any other reasonable duty, which is appropriate to the role, when requested by Trust Board.
• To be familiar with and comply with all Trust and departmental policies, procedures, protocols, guidelines and standards in respect of business conduct, safeguarding, information governance, health and safety and infection prevention and control.

Person Specification

Qualifications    

• Degree or equivalent in appropriate field.
• Evidence of continuing professional and personal development.

Background and Experience    

• Board level experience as and authentic and transformational leader operating at Executive Director or equivalent.
• Experience in creating an inclusive organisational culture and of empowering colleagues in the sustained delivery of organisational change creating an environment of psychological safety.
• Direct experience of developing and maintaining successful collaborative partnerships with a wide range of stakeholders (including statutory and non statutory organisations) as a means of developing, delivering and integrating service user centred services.
• Proven track record of working in partnership to tackle inequality and delivering measurable improvements.
• Experience of delivering equality, diversity and inclusion as part of all strategic initiatives.
• Track record of working positively with service users and carers to improve services and a clear commitment to meaningful involvement of service users, carers and communities in service improvement.
• Proven track record of delivering local and national operational standards for health and/or social care services.
• Significant experience of leading and developing multi-disciplinary staff in a values led culture.
• Experience of developing and implementing successful organisational- wide strategies and communicating these effectively ensuring that they are owned and deliver service improvement, create new opportunities and inspire innovation.
• Proven business and political acumen to identify and position the Trust effectively for new opportunities and to achieve demanding financial and performance targets.
• Track record of positively working with stakeholders to bring about improvements to service, organisational governance and accountability.
• Direct experience of implementing and upholding a delegated system of management accountability in a large and geographically dispersed organisation.
• The proven ability to create, develop, support and maintain high performing teams at a senior level.

Knowledge    

• Detailed understanding of the health and social care system.
• Knowledge of FT accountability framework and the responsibilities of the Accountable Officer role.
• Broad knowledge and understanding of the changing strategic framework of the health and social care landscape and the key policy areas.
• Broad knowledge and understanding of corporate governance, experience of developing and assessing governance frameworks.

Skills, Abilities and Attributes   

• Commitment to reducing inequalities in the organisation and in the communities that we serve.
• High level of emotional intelligence and excellent people skills.
• Authentic and open style; able to engage, empower and lead senior professional staff.
• Inspires, empowers and motivates staff at all levels ensuring a learning culture throughout the organisation where the values of kindness, fairness, integrity and determination are demonstrated and upheld.
• Ability to attract, lead and hold senior managers to account for high performance and for demonstrating compassionate leadership.
• Able to lead locally and regionally against a changing context of national policies and drivers.
• Exceptional communication and engagement skills with the ability to adapt these to a wide range of stakeholders including with the public.
• Able to broadly scan the environment, identify future opportunities and develop strategies accordingly.
• Demonstrate intellectual flexibility, assessing and ability to find pragmatic conclusions from highly complex situations and able to communicate these clearly to stakeholders.
• Demonstrates ability to plan at a strategic level and understand the long term implications of decisions.
• Excellent negotiating and influencing skills with the ability to solve highly complex, contentious and emotive problems with sound judgment.
• The ability to listen to and engage with service users and carers to involve them in change.

Personal Qualities    

• Set the tone for ethical practice as defined by the NHS Code of Conduct for NHS managers, the NHS Constitution and the NHS Foundation Trust Code of Governance.
• Behave with integrity, objectivity, professional competence, due care and confidentiality.
• Demonstrates the Trust’s values: kindness, fairness, ingenuity and determination.
• Maintains composure, resilience and perspective under pressure.
• Advocate of equality, diversity and inclusion and of effective change and innovation.
• Self-aware and committed to continual personal development and learning.
• Able to build professional and personal networks with stakeholders and others, successfully managing relationships.
• Command credibility and displays self-confidence.
• Commitment to openness, inclusiveness and high standards.

Work Related Circumstances    

• Able to contribute to out-of-hours on-call rota.
• Able to travel as and when required.
• Willing to carry out all duties and responsibilities of the post in accordance with the Trust’s Equal Opportunities and Equality and Diversity policies.
• Appointments to regulated and controlled activities require an enhanced CRB disclosure and registration with the Independent Safeguarding Authority (ISA), Vetting and Barring Scheme.

Non-Executive Job description

Non-Executive Directors play a crucial role in bringing an independent perspective to the boardroom in addition to any specific knowledge and skills they may have.

They have a duty to uphold the highest standards of integrity and probity and to foster good relations in the boardroom. They should apply similar standards of care and skill in their role as a non-executive director of a foundation trust as they would in similar roles elsewhere.

Non-executive directors, including the chair:

• have a particular role in facilitating the council of governors to hold the non- executive board members to account for the performance of the board of directors.
• are expected to participate fully as members of committees of the board of  directors to which they are appointed and to take the role of committee chair when so appointed.
• will meet periodically with the chair in the absence of executive directors to discuss issues of interest or concern in addition to the annual meetings to deal with appraisal of and objective setting for the executive directors.
• will meet at least once a year with the senior independent director in the absence of the chair to participate in the chair’s appraisal and the setting of objectives for the chair. In exceptional circumstances they may be asked to meet with the senior independent director to attempt to resolve issues concerning the chair’s performance or to take action in that respect.

The Non-Executive Director role

Non-executive directors have a responsibility to:

• support the chair, chief executive and executive directors in promoting the foundation trust’s values;
• support a positive culture throughout the foundation trust and adopt behaviours in the boardroom and elsewhere that exemplify the corporate culture;
• constructively challenge the proposed decisions of the board and ensure that appropriate challenge is made in all circumstances;
• help develop proposals on priorities;
• help develop proposals on risk mitigation;
• help develop proposals on values and standards;
• contribute to the development of strategy.

 Non-executive directors have a duty to:

• scrutinise the performance of the executive management in meeting agreed goals and objectives;
• satisfy themselves as to the integrity of financial, clinical and other information;
• satisfy themselves that financial and clinical quality controls and systems of risk
• management and governance are sound and that they are used as necessary;
• ensure that they receive adequate information in the form that they specify and to monitor the reporting of performance.

Non-executive directors are responsible (acting in the appropriate committees) for:

• determining appropriate levels of remuneration of executive directors;
• participating in the appraisal of executive directors, their fellow non-executive directors and the chair;
• appointing the chief executive (with the approval of the council of governors);
• appointing other executive directors along with the chief executive;
• where necessary removing executive directors;
• succession planning for key executive posts;
• relations with the council of governors.

Non-executive directors should:

• attend meetings of the council of governors with sufficient frequency to ensure that they understand the views of governors on the key strategic and performance issues facing the foundation trust;
• take into account the views of governors and other members to gain a different perspective on the foundation trust and its performance;
• have on on-going dialogue with the council of governors on the progress made   in delivering the foundation trust’s strategic objectives, the high level financial and operational performance of the foundation trust;
• receive feedback from the council of governors regarding performance and ensure that the board of directors is aware of this feedback.

Induction and refreshing skills

It is essential that new non-executive directors become conversant at the earliest opportunity with the foundation trust’s business activities, its strategy and the main areas of risk.

Non-executive directors should:

• participate in the foundation trust’s induction programme including partnering executive directors, attending briefings, meetings and reading induction materials;
• familiarise themselves with documents set out in the director’s induction schedule particularly the key areas of risk facing the foundation trust;
• take opportunities to develop and refresh their knowledge and skills and ensure that they are well informed in respect of the main areas of the foundation trust’s activity.

Time Commitment

The minimum time commitment to fulfil the duties and responsibilities of the role equates to 4-6 days per month. Prior to taking the appointment successful
candidates should inform the council of governors of any other time commitments.  Once appointed non-executive directors should inform the chair of any changes to their time commitments. It is the responsibility of each non-executive director to ensure that they can make sufficient time available to discharge their responsibilities effectively.

Person Specification

1. Constitution

The Appointment and Remuneration Committee (hereafter referred to as the Committee):

1.1 - is a formal sub-committee of the Board of Directors;

1.2 - is appointed and authorised by the Board of Directors to act within its terms of reference.  All members of staff are directed to co-operate with any request made by the Committee.

1.3 - is authorised by the Board of Directors to instruct professional advisors and request the attendance of individuals and authorities from outside the Trust with relevant experience and expertise if it considers this necessary for, or expedient to, the exercise of its functions.

1.4 - is authorised to obtain such internal information as is necessary and expedient to the fulfilment of its functions.

2. Membership

2.1 - The Committee membership is as follows:

• Trust Chair (who will chair the Committee)
• All Non-Executive Directors

2.2 By invitation, meetings of the Committee may be attended by:

• Chief Executive
• Executive Directors
• Director of Workforce (or equivalent)
• Director of Corporate Affairs
• Any other person co-opted by the Committee to attend a meeting so as to assist in deliberations.

Additional attendees shall be invited to attend as necessary but must withdraw for any issue that relates to them personally.

3. Frequency and quoracy of meetings

Meetings shall be held as frequently as it may determine to meet its purposes and not less than once during any financial year.

Any member unable to attend a meeting of the Committee will be required to forward their apologies to the Director of Corporate Affairs in advance of the meeting. 

The Committee will be quorate with three members present, plus the Chair (or Deputy Chair).

4. Function

In respect of appointments, the Committee will:

4.1 - Regularly review the structure, size and composition (including the skills, knowledge and experience) required of the Board and make recommendations to the Board with regard to any changes.

4.2 - Give full consideration to and make plans for succession planning for the Chief Executive and other Executive Board Directors and the first tier of management below, taking into account the challenges and opportunities facing the Trust and the skills and expertise needed, in particular on the Board in future.

4.3 - Be responsible for identifying, and appointing, candidates to fill posts within its remit as and when they arise.

4.4 - Be responsible for the appointment and removal of the Chief Executive and other Executive Directors as described in paragraph 28 of the Trust’s constitution.

4.5 - Be responsible for identifying and nominating a candidate, for approval by the Council of Governors, to fill the position of the Chief Executive.

4.6 - Before a Board appointment is made, evaluate the balance of skills, knowledge and experience on the Board, and, in light of this evaluation, prepare a description of the role and capabilities required for a particular appointment.  In identifying suitable candidates the Committee shall use open advertising or the services of external advisers to facilitate the search; consider candidates from a wide range of backgrounds; consider candidates on merit against objective criteria.

4.7 - Consider any matter relating to the continuation in office of any Board Executive Director at any time, including the suspension or termination of service of an individual as an employee of the Trust.

In carrying out the above the Committee may form sub committees for the performance of roles within any Trust processes as it thinks fit. Further it may authorise the Chair or Deputy Chair to liaise with such Trust officers or others as circumstances dictate to ensure that Trust processes are adhered to including delegating functions under such processes so that any formal determinations can be made by the Committee in a reasonable way

4.8 - Consider the engagement or involvement of any suitably qualified third party or advisers to assist with any aspects of its responsibilities.

In all of the above, the Committee will consider the risks of actions proposed and of not taking action.

In respect of remuneration, the Committee will:

4.9 - Decide and review the terms and conditions of office of the Trust’s Executive Directors and other Very Senior Managers in accordance with all relevant Trust policies, including:

• Salary, including any performance-related pay or bonus
• Provisions for other benefits, including pension and cars
• Allowances

Advise on, oversee and approve contractual arrangements for such staff, including proper calculation and scrutiny of early termination payments, taking account of national guidance or best practice as is appropriate and considering any necessary claw-back provisions in the event that the respective member of staff returns to the NHS within the period of putative notice.

Receive reports on the performance of individual Executive Directors.

Adhere to all relevant laws, regulations and Trust policy in all respects, including (but not limited to) determining levels of remuneration that are sufficient to attract, retain and motivate Executive Directors whilst remaining cost effective.

Advise upon and oversee contractual arrangements for Executive Directors, including but not limited to termination payments.

Consider and approve any individual compensation payments and/or redundancy payments amounting to more than £50,000 (settlements up to £50,000 can be approved by the Chief Executive and will be submitted to a formal (minuted) meeting of the Executive Directors for approval, with subsequent notification to the next Committee).

Consider and approve any settlement agreements with any compensation element payments, which require NHS England approval.

In all of the above, the Committee will consider the risks of actions proposed and of not taking action.

5. Reporting

The Committee reports directly to the Board of Directors.

Formal minutes will be recorded of each meeting and, save for items of individual confidentiality, will be distributed to those present at the meeting.

Minutes will be held securely by the Director of Corporate Affairs and may be accessed by the auditors, when requested.

Following each meeting of the Committee, a written briefing or a copy of the minutes, as deemed appropriate and approved by the Chair (or agreed deputy) shall be presented at the next meeting of the Board of Directors.

The Committee shall ensure that the Board of Directors’ emoluments are accurately reported in the required format in the Trust’s Annual Report.

1. Constitution

The Board hereby resolves to establish a Committee of the Board to be known as the Audit Committee (the Committee). The Committee is a non-executive committee of the Board and has no executive powers, other than those specifically delegated in these Terms of Reference.

2. Membership

The Committee shall be appointed by the Board from amongst its independent Non-Executive Directors and shall consist of not less than four members.  A quorum shall be two members.  One of the members will be appointed chair of the Committee by the Board.  The chair of the organisation itself shall not be a member of the Committee.

3. Attendance

The Executive Director of Finance, Executive Director of Quality, Nursing & Healthcare Professionals, Medical Director, and the appropriate Internal and External Audit representatives shall attend meetings. At the end of every meeting the Non-Executive Directors should have the opportunity to meet privately with the External and Internal Auditors to establish if there are any issues they wish to raise in the absence of executive directors and senior managers of the Trust.  In addition, there will be a scheduled private meeting between the Non-Executive Directors and Auditors at least once per calendar year.

Other directors and heads of department may be invited to attend when the Committee is discussing areas of risk or operation that are the responsibility of that director/manager.

The Chief Executive should be invited to attend annually to discuss with the Committee the process for assurance that supports the Annual Governance Statement.

The Director of Corporate Affairs or nominated deputy shall attend to provide appropriate support to the chair and committee members and will ensure accurate minutes are taken.

4. Access

The Head of Internal Audit, representatives of External Audit, and the Anti-Fraud Specialist have a right of direct access to the Chair of the Committee.  This also extends to the local anti fraud specialist, as well as the security management specialist.

5. Frequency of meetings

An annual programme of meetings (together with a work programme) will be agreed with the Board based on the requirements of the Board calendar.  Meetings shall be held not less than four times a year. The Board, Accounting Officer, External Auditors or Head of Internal Audit may request additional meetings if they consider that one is necessary.

6. Authority

The Committee is authorised by the Board to investigate any activity within its terms of reference.  It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee. 

The Committee is authorised by the Board to obtain outside legal or other independent professional advice (in line with the Trust’s guidance on Managing Requests for Legal Advice) and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

7. Duties

The duties of the Committee can be categorised as follows:

7.1 Integrated Governance, Risk Management and Internal Control

The Committee shall review the Trust’s establishment and maintenance of an effective system of integrated governance, risk management and internal control, across the whole of the Trust’s activities (both clinical and non-clinical), that support the achievement of the Trust’s objectives.

In particular, the Committee will review the adequacy and effectiveness of:

(i) All risk and control related disclosure statements (in particular the Annual Governance Statement), together with any accompanying Head of Internal Audit Opinion, external audit opinion or any other independent assurances, the Committee feels appropriate, prior to endorsement by the Board.

(ii) The underlying assurance processes within the Assurance Framework that indicate the degree of the achievement of corporate objectives, the effectiveness of the management of principal risks through the Board Assurance Framework, and the appropriateness of the above disclosure statements.

(iii) The policies for ensuring compliance with relevant regulatory, legal and code of conduct requirements and related reporting and self-certification.

(iv) The policies and procedures for all work related to fraud, bribery and corruption as required by NHS Counter Fraud Authority (CFA).

In carrying out this work the Committee will primarily utilise the work of Internal Audit, External Audit and other assurance functions, but will not be limited to these sources.  It will also seek reports and assurances from directors and managers concerning the overarching systems of integrated governance, risk management and internal control, together with indicators of their effectiveness.  These ‘deep dives’ will focus on the design and application of controls which contribute to an effective system of internal control.

This will be evidenced through the Committee’s use of an effective Assurance Framework to guide its work and that of the audit and assurance functions that report to it.

As part of its integrated approach, the Committee will have effective relationships with other key committees so that it understands processes and linkages. However, these other committees must not usurp the Committee’s role.

7.2 Internal Audit

The Committee shall ensure that there is an effective internal audit function that meets Public Sector Internal Audit Standards and provides appropriate independent assurance to the Audit Committee, Chief Executive and Board.  This will be achieved by:

(i) Consideration of the provision of the internal audit service, the cost of the audit and any questions of resignation and dismissal

(ii) Review and approval of the Internal Audit strategy, operational plan and more detailed programme of work, ensuring consistency with the assurance needs of the Trust, as identified in the Assurance Framework

(iii)Considering the major findings of internal audit work and management responses

(iv) Ensuring co-ordination between the internal and external auditors to optimise audit resources

(v) Ensuring that the Internal Audit function is adequately resourced and has appropriate standing within the Trust

(vi) Monitoring the effectiveness of internal audit and carrying out an annual review

7.3 External Audit

The Committee shall review and monitor the External Auditors’ independence and objectivity and the effectiveness of the audit process.  In particular, the Committee shall review the work and findings of the external auditors and consider the implications and management’s responses to their work.  This will be achieved by:

(i) Consideration of the appointment and performance of the external auditors, as far as the rules governing the appointment permit.

(ii) Discussion with the external auditors, before the audit commences, of the nature and scope of the audit as set out in the annual plan.

(iii) Discussion with the external auditors of their local evaluation of audit risks and assessment of the Trust and associated impact on the audit fee.

(iii) Review of all external audit reports, including the report to those charged with governance, agreement of the annual audit letter before submission to the Board and any work undertaken outside the annual audit plan, together with the appropriateness of management responses.

(iv) Ensuring that there is in place a clear policy for the engagement of external auditors to supply non-audit services.  The Committee will report at least annually to the Council of Governors on non-audit services that have been approved for the auditors to provide under the policy and the expected fee for each service.

The Committee will make a report to the Council of Governors in relation to the performance of the external auditor, including details such as the quality and value of the work and the timeliness of reporting and fees, to enable the Council of Governors to consider their re-appointment.  The Committee will make a recommendation to the Council of Governors about the re-appointment of the External Auditor.

7.4 Other Assurance Functions

The Committee shall review the findings of other significant assurance functions, both internal and external to the Trust, and consider the implications for the governance of the Trust.

These will include, but will not be limited to, any reviews by the Department of Health arm’s length bodies or regulators/inspectors (e.g. NHSE/I / Care Quality Commission), professional bodies with responsibility for the performance of staff or functions (e.g. Royal Colleges, accreditation bodies, etc.).

In addition, the Committee will review the work of other committees within the organisation, whose work can provide relevant assurance to the Committee’s own areas of responsibility.  In particular, this will include the arrangements for managing integrated governance and risk.

In reviewing the arrangements for managing integrated governance and risk, the Audit Committee will wish to satisfy itself on the assurance that can be gained from the clinical audit function.

7.5 Counter Fraud

The Committee shall satisfy itself that the organisation has adequate arrangements in place for anti-fraud, bribery and corruption that meet NHS CFA’s standards through the work of the Anti-Fraud Specialist (AFS).  It shall receive assurance over the coverage of the work of the AFS through receipt of an annual operational counter fraud plan that is compliant with the NHSCFA’s Standards for Providers.

The Committee will refer any suspicions of fraud, bribery and corruption to the NHS CFA.

7.6 Management

The Committee shall request and review any reports and positive assurances from directors and managers on the overall arrangements for governance, risk management and internal control.

The Committee may also request specific reports from individual functions within the Trust (e.g. clinical audit) as they may be appropriate to the overall arrangements.

The Committee shall use the internal auditors to track progress of outstanding audit recommendations and may require attendance from directors and managers should progress prove to be unsatisfactory.

7.7 Financial Reporting

The Committee shall monitor the integrity of the financial statements of the Trust and any formal announcements relating to the Trust’s financial performance.

The Committee should ensure that the systems for financial reporting to the Board, including those of budgetary control, are subject to review as to completeness and accuracy of the information provided to the Board.

The Committee shall review the annual report and financial statements before submission to the Board, or on behalf of the board where appropriate delegated authority is place, focusing particularly on:

(i) The wording in the Annual Governance Statement and other disclosures relevant to the Terms of Reference of the Committee

(ii) Changes in, and compliance with, accounting policies, practices and estimation techniques

(iii) Unadjusted miss-statements in the financial statements

(iv) Significant judgments in preparation of the financial statements

(vi) Significant adjustments resulting from the audit

(vii) Letters of representation

(viii) Explanations for significant variances

The Committee will review the circumstances associated with instances when the Standing Orders, Standing Financial Instructions, and Reservation and Delegation of Powers are waived.

7.8  System for raising concerns

The Committee shall review the effectiveness of the arrangements in place for allowing staff (and contractors) to raise (in confidence) concerns about possible improprieties in financial, clinical, safety or workforce matters and ensure that any such concerns are investigated proportionately and independently, and in line with the relevant policies.

7.9 Accountability and Reporting

The Committee shall report to the Board on how it discharges its responsibilities.

The Director of Corporate Affairs, or nominated deputy, shall ensure that minutes of Committee meetings are formally recorded and the chair of the Committee shall draw to the attention of the Board any issues that require disclosure to the Board or require executive action.

The Committee will provide the Board with an annual report on its work in support of the Annual Governance Statement, specifically commenting on:

(i) The fitness for purpose of the Assurance Framework.

(ii) The completeness and ‘embeddedness’ of risk management in the Trust.

(iii) The integration of governance arrangements.

(iv) The appropriateness of the evidence that shows the organisation is fulfilling regulatory requirements relating to its existence as a functioning business.

(v) The robustness of the processes behind the production of the quality accounts.

7.10 Administrative support

The Committee shall be supported by the Director of Corporate Affairs or nominated deputy, whose duties in this respect will include:

(i) Agreement of agendas with the chair and attendees

(ii) Preparation, collation and circulation of papers in good time

(iii) Ensuring that those invited to each meeting attend

(iv) Taking the minutes and helping the chair to prepare reports to the Board

(v) Keeping a record of matters arising and issues to be carried forward

(vi) Arranging meetings for the chair – for example, with the Internal / External Auditors or AFS

(vii) Advising the Committee on pertinent issues / areas of interest / policy developments

(viii) Ensuring that action points are taken forward between meetings

(ix) In conjunction with the chair, ensuring that Committee members receive the development and training they need

8. Review

 These terms of reference will be subject to review in September 2025.

1. Constitution

1.1 - The Trust has a Board of Directors, as set out in the Trust’s constitution, which exercises all the powers of the Trust on its behalf, but the Board of Directors may delegate any of those powers to a committee of Directors or to an Executive Director. 

1.2 - The Standing Orders for the Practice and Procedure of the Board of Directors are set out in Annex 7 of the Constitution.

2. Membership

2.1 - The Board of Directors consists of:

• Chair (who is a Non-Executive Director)
• Non-Executive Directors (who include the Deputy Chair)
• Chief Executive
• Director of Quality, Nursing and Healthcare Professionals
• Chief Operating Officer
• Medical Director
• Executive Director of Finance
• Executive Director of Strategy
• Executive Director of Workforce

2.2 - The Chair of the Trust or, in their absence, the Deputy Chair, will chair meetings of the Board.

3. Meetings of the Board

Meetings will be held monthly.

Meetings of the Board will be held in public or online, however, matters of a confidential nature will be discussed in a separate closed session that will not be attended by members of the public.  In addition, the Board will hold regular informal strategy / development workshops.

4. Quorum

4.1 - In line with the Trust’s Constitution a quorum will consist of five Board members, including not less than two Executive Directors, one of whom must be the Chief Executive or another executive director nominated by the Chief Executive to deputise for them; and not less than two Non-Executive Directors, one of whom must be the Chair of the Trust or the Deputy Chair.  A duly convened meeting of the Board at which a quorum is present will be competent to exercise all or any of the authorities, powers or discretions vested in or exercisable by the Trust.

4.2 - An officer in attendance for an executive director but without formal acting up status may not count towards the quorum.

5. Secretary

5.1 - The Trust Secretary or their nominee will act as secretary to the Board.

6. Minutes

6.1 - The Trust Secretary will ensure that all proceedings and resolutions of meetings of the Board are minuted, including the names of those present and in attendance.

6.2 - The Trust Secretary will ensure a separate record is kept of all points of action arising from the meetings and all issues carried forward, and that these are progressed as necessary.

6.3 - The Chair will ascertain at the beginning of each meeting, the existence of any conflicts of interest and the Trust Secretary will ensure these are minuted accordingly.

7. Role and function

7.1 - The Board of Directors leads the Trust by undertaking three core roles:

• Formulating the Trust’s strategy to deliver safe, high quality, patient-centred care
• Ensuring accountability by holding the organisation to account for the delivery of the strategy; by being accountable for ensuring the organisation operates effectively and with openness, transparency and candour and through seeking assurance that systems of control are robust and reliable
• Shaping a healthy culture for the Board and the organisation.

7.2 - To support the Board in fulfilling its core roles, the Board will receive reports and recommendations from its formal sub-committees.

7.3 - The general responsibilities of the Board are:

To formulate strategy

7.4 - To agree and maintain the Trust’s strategic vision, aims and objectives.

7.5 - To agree and maintain the Trust’s Integrated Business Plan and Long Term Financial Model.

7.6 - To agree the Trust’s strategic plan, ensuring its delivery as a means of taking forward the strategy of the Trust to meet the expectations and requirements of stakeholders.

7.7 - To take decisions on significant service changes, investment / disinvestment opportunities and other strategic matters expressly reserved to the Board of Directors, as outlined in the Scheme of Delegation.

To ensure accountability

7.8 - To agree and maintain arrangements for the purpose of monitoring and improving the quality of health care provided by the Trust.

7.9 - To ensure the Trust operates effectively, efficiently and economically and with probity in the use of resources.

7.10 - To ensure the continued financial viability of the organisation.

7.11 - To ensure that the Trust achieves the targets and requirements of stakeholders within the available resources.

To shape the Pennine Care’s culture and values

7.12 - To shape the culture and values of the Trust and promote these in the way that the Board does business and interacts with the rest of the organisation and external stakeholders.

8. Review

These terms of reference will be subject to review in November 2025.

1. Constitution

The Board of Directors hereby resolves to establish a Committee of the Board to be known as the People and Workforce Committee (the Committee).

The Committee has authority delegated to it from the Board of Directors to act in accordance with these terms of reference.

2. Purpose

The Committee exists to:

• Seek assurance on behalf of the Board of Directors regarding the development, implementation and effectiveness of people and workforce, OD improvement, and equality, diversity and inclusion strategies that supports the Trust’s vision, values and overarching strategic direction, including the ambition to reduce health inequalities.

Functions of the Committee can be found under section 7 of the Terms of Reference.

3. Membership

Membership of the Committee will comprise: 

• Four Non-Executive Directors (one of whom will be the nominated chair of the Committee)
• Chief Operating Officer 
• Executive Director of Strategy
• Executive Director of Workforce

4. In attendance

The Committee will co-opt additional members to attend as and when required but this will routinely include:

• Deputy Director of Workforce and Organisational Development (SG)
• Head of Workforce Transformation & Planning 
• Strategic Head of Medical Directorate
• Head of Business Partnering and Organisational Development 
• Head of Equality, Diversity and Inclusion
• Deputy Director of Nursing, Healthcare Professionals and Quality Governance
• Head of Education and Workforce Development
• Assistant Trust Secretary
• Staff side representative

The Committee may request the attendance of individuals from within and outside the Trust with relevant experience and expertise if it considers this necessary.

The Chief Executive may be invited to attend as required but at least on an annual basis.

With prior agreement, the Committee chair may agree to the attendance of observers at meetings.

5. Meetings and quorum

5.1 - The Committee will agree a meeting calendar on an annual basis, setting out the main work items to be carried out by the Committee at each meeting to ensure that adequate time is given to the main duties of the Committee.

5.2 - Members are expected to attend all meetings.  Any member unable to attend a meeting of the Committee will be required to forward their apologies to the Assistant Trust Secretary in advance of the meeting, along with the name of their nominated deputy / representative.

5.3 - If any member has an interest, pecuniary or otherwise, in any matter and is present at the meeting at which the matter is under discussion, he / she will declare that interest as early as possible and shall not participate in the discussions.  The chair will have the power to request that member to withdraw until the Committee’s consideration has been completed.

5.4 - A quorum shall be four members of the Committee, comprising of not less than two Non-Executive Directors and one Executive Director.  If the Committee is not quorate the meeting may be postponed at the discretion of the chair.  If the meeting does take place and is not quorate, no decision shall be made at that meeting and such matters must be deferred until the next quorate meeting.  In the case of non-agreement or no decision reached by the majority, the issue is to be escalated to the Board for discussion.

5.5 - In the absence of the nominated chair, another Non-Executive Director member will deputise as Committee chair.

5.6 - The chair of the Committee may agree that members may participate in its meeting via telephone, video or computer link. Participation in this manner will be deemed to constitute presence in person at the meeting.

6. Frequency

The Committee will meet, as a minimum, on a bi-monthly basis; and may hold additional meetings on specific topics or as required

7. Functions

7.1 - To provide support and challenge with regards to strategic people, workforce and EDI priorities (including those within the NHS People Plan), and to receive assurance regarding delivery across the following areas aligned to the People Plan:

• Retention
• Increasing supply
• Employee experience
• Growing our future workforce 
• Creating an inclusive offer

Make recommendations to Board regarding strategic workforce matters as appropriate.

7.2 - To seek assurance, providing challenge and scrutiny as necessary, regarding the development and implementation of priorities within the Creating an inclusive offer function

7.3 - To seek assurance, providing challenge and scrutiny as necessary, regarding the development and implementation of priorities to address health inequalities as they relate to people and workforce.

7.3 - To provide support and challenge regarding the delivery of the Organisational Development improvement plan and actions required to support the creation of an inclusive, open and transparent culture

7.4 - To seek assurance in relation to strategic workforce planning to meet the future needs of patients and service users, aligned to Trust and system strategies, and the quality and effectiveness of plans to deliver them.

7.5 - Review the performance of key workforce metrics, and seek assurance that action is being taken where sub-standard performance is identified.  

7.6 - Seek assurance that organisational systems and processes in relation to people and workforce are robust and well-embedded and that priority is given to identifying and managing risks.  Report to the Board on the committee’s level of assurance regarding the management of strategic risks to people and workforce.

7.6 - Receive and seek assurance the Trust is assessing and effectively managing current and future Board Assurance Framework risks (People and Culture).  Escalate to Board any key risks or areas of concern.

7.7 - As appropriate, inform the Internal Audit programme in relation to key areas of People and Workforce performance and delivery in discussion with the Executive Director of Finance and the Audit Committee chair.

7.8 - Seek assurance regarding the Trust’s approach to ensuring compliance with relevant legal and regulatory requirements, including equality, diversity and human rights legislation.

7.9 - Refer activities and tasks to appropriate Board level committees or Executive Directors as deemed appropriate by the Committee; having due consideration of the remit of those committees and their workplans.

7.10 - Receive and accept delegated activities and tasks from the Board of Directors or other Board committees by agreement.

8. Reporting

The Committee reports to the Board of Directors.

The Committee will receive reports / updates at each meeting from the following group(s):

• People and Workforce Steering Group
• Equality, Diversity and Inclusion Steering Group
• E-roster Project Board
• Future Workforce Group
• Retention Steering Group
• Education Quality Group
• Staff Health, Wellbeing and Engagement Group

The Committee will also receive escalation of issues from Executive Directors or other executive-led groups where there is a workforce impact.

9. Inputs

• Reports and plans as identified in the agreed workplan
• Highlight / exception reports from sub-groups
• Relevant reports / correspondence from regulators and key stakeholders
• Delegated / transferred issues from the Board of Directors and / or Board committees

10. Outputs

• Minutes
• Action log
• Chair’s reports to the Board of Directors to provide assurance regarding matters discussed and to highlight / escalate key issues and risks. Chair’s reports will also be shared with the Council of Governors.

11. Date of review

These Terms of Reference will be reviewed in November 2025.   Following this, an annual review of the Terms of Reference and compliance will take place.

1. Constitution

The Board of Directors resolves to establish a Committee of the Board to be known as the Performance and Finance Committee (the Committee).

The Committee has authority delegated to it from the Board of Directors to act in accordance with these terms of reference.

2. Purpose

The Committee exists to seek assurance and oversee the performance of the Trust in terms of:

• Finance
• Investment
• Performance 

This will also include focus on:

• Capital
• Estates and Facilities
• Digital and Business Intelligence
• Information governance
• Health and Safety / emergency planning
• Procurement
• Green plan

Functions of the Committee can be found under section 7 of the Terms of Reference.

3. Membership

Membership of the Committee will comprise:

• Four Non-Executive Directors (one of whom will be the nominated chair of the Committee)
• Executive Director of Finance 
• Chief Operating Officer
• Executive Director of Strategy

4. In attendance

The Committee will co-opt additional members to attend as and when required but this will routinely include:

• Director of Capital, Estates and Facilities
• Deputy Director of Finance
• Chief Digital Information Officer
• Head of Strategic Planning and Performance
• Head of Strategic Procurement
• Assistant Trust Secretary

The Committee may request the attendance of individuals from within and outside the Trust with relevant experience and expertise if it considers this necessary.

The Chief Executive may be invited to attend as required, but at least on an annual basis.

5. Meetings and quorum

5.1 - The Committee will agree a meeting calendar on an annual basis, setting out the main work items to be carried out by the Committee at each meeting to ensure that adequate time is given to the main duties of the Committee.

5.2 - Members are expected to attend all meetings.  Any member unable to attend a meeting of the Committee will be required to forward their apologies to the Assistant Trust Secretary in advance of the meeting, along with the name of their nominated deputy / representative.

5.3 - If any member has an interest, pecuniary or otherwise, in any matter and is present at the meeting at which the matter is under discussion, he / she will declare that interest as early as possible and shall not participate in the discussions. The chair will have the power to request that member to withdraw until the Committee’s consideration has been completed.

5.4 - A quorum shall be three members of the Committee, comprising of not less than two Non-Executive Directors and one Executive Director.  If the Committee is not quorate the meeting may be postponed at the discretion of the chair. If the meeting does take place and is not quorate, no decision shall be made at that meeting and such matters must be deferred until the next quorate meeting. In the case of non-agreement or no decision reached by the majority, the issue is to be escalated to the Board for discussion.

5.5 - In the absence of the nominated chair, another Non-Executive Director member will deputise as Committee chair.

5.6 - The chair of the Committee may agree that members may participate in its meeting via telephone, video or computer link. Participation in this manner will be deemed to constitute presence in person at the meeting.

6. Frequency

An annual programme of meetings (together with a work programme) will be agreed with the chair of the Committee.

7. Functions

7.1 - Receive and consider the Trust’s annual plan / business plan / delivery objectives.

7.2 - Satisfy itself that financial, investment and performance decisions are consistent with Trust Strategy.

7.3 - Review performance against key goals set out in the strategic and annual plan, plus NHS England’s Operating Framework, through receipt of the Operational Performance Report.

7.4 - Undertake deep dive assurance activity in relation to the performance of services or networks.

7.5 - Seek assurance that organisational systems and processes in relation to performance and finance are robust and well-embedded so that priority is given to identifying and managing risks.  Report to the Board on the committee’s level of assurance regarding the management of strategic risks to performance and finance.

7.6 - Seek assurance that effective actions are being taken and plans are in place to secure successful recovery where the Trust is failing to deliver performance in line with strategic or contractual targets.

7.7 - Seek detailed assurance regarding current and projected financial performance against the agreed financial recovery plan, taking into consideration activities at a system-wide level to address financial and clinical sustainability.

7.8 - Provide assurance that the Trust is financially solvent as a Foundation Trust by strategically monitoring cash flow, cash levels and liquidity. 

7.9 - Review current and forecast financial performance and compliance with financial performance standards, as set out by the regulator.

7.10 - Scrutinise and challenge investment proposals in line with the Trust’s Commercial Strategy, including system-wide business cases / partnership agreements. Authority to approve business cases in the value of £500k - £1m.   

7.11 - Scrutinise and challenge the Trust’s Capital Plan, including consideration of proposals for acquisition and disposal of assets and proposals for property leases and leases which fall under IFRS16.  Authority to approve leases of value greater than £100k.

7.12 - Scrutinise the production and implementation of annual value improvement plans / transformation plans; and seek assurance as to the risks to successful delivery of the annual CIP / transformation programme throughout the year.

7.13 - To review the contractual framework relating to any material commercial relationships.

7.14 - Seek assurance the Trust is meeting its statutory and regulatory obligations relating to finance, investment, and performance.

7.15 - Receive and seek assurance the Trust is assessing and effectively managing current and future Board Assurance Framework risks to performance and finance. Escalate to Board any key risks or areas of concern.

7.16 - Seek assurance regarding the delivery of the Trust’s Digital Strategy.

7.17 - Seek assurance regarding the delivery of the Trust’s Estates Strategy.

7.18 - Seek assurance the Trust is assessing and effectively managing its Green Plan and that current and future aims, objectives, and delivery plans are in line with national NHS statutory emissions and environmental targets for carbon reduction.

7.19 - Seek assurance regarding the Information Governance agenda across the Trust; and provide oversight, on behalf of the Board, of reports from the Data Protection Officer.

7.20 - To act as the assurance and escalation route for Emergency Planning and Health and Safety in the organisation.

7.21 - Seek assurance, providing challenge and scrutiny as necessary, regarding the development and implementation of priorities to address health inequalities as they relate to access, experience and outcomes for the people who need our services.

7.22 - Refer activities and tasks to appropriate Board level committees as deemed appropriate by the Committee, having due consideration of the remit of those committees and their workplans.

7.23 - Receive and accept delegated activities and tasks from the Board of Directors or other Board committees by agreement.

7.24 - Review and approve any policies relating to finance, investment, or performance or other documents as necessary on behalf of the Board of Directors.

8. Reporting

The Committee reports to the Board of Directors.

The Committee will receive reports/escalations from the following group(s):

• Value and Investment Group
• Digital Strategy and Portfolio Board
• Information Governance Assurance Group
• Health and Safety Committee

The Committee will also receive escalation of issues from Executive Directors or other executive-led groups where there is a financial or performance impact.

9. Inputs

• Reports and plans as identified in the agreed workplan, including finance and performance reports and forward plans
• Relevant reports / correspondence from regulators and key stakeholders
• Delegated / transferred issues from the Board of Directors and / or Board committees

10. Outputs

• Minutes
• Action log
• Chair’s reports to the Board of Directors to provide assurance regarding matters discussed and to highlight / escalate key issues and risks. Chair’s reports will also be shared with the Council of Governors.

11. Date of review

These Terms of Reference will be reviewed annually.

1. Constitution

The Board of Directors hereby resolves to establish a Committee of the Board to be known as the Quality Committee (the Committee).

The Committee has authority delegated to it from the Board of Directors to act in accordance with these terms of reference.

2. Purpose

The Committee exists on behalf of the Board of Directors to:

• Seek assurance that effective and appropriate systems are in place to drive evidence-based quality improvement
• Seek assurance that service users, patients and carers are receiving outstanding services that are safe, compassionate, fair and consistent in quality.  

Functions of the Committee can be found under section 7 of the Terms of Reference.

3. Membership

Membership of the Committee will comprise:

• Four Non-Executive Directors (one of whom will be the nominated chair of the Committee)
• Medical Director
• Executive Director of Quality, Nursing and Healthcare Professionals 

4. In attendance

The Committee will co-opt additional members to attend as and when required but this will routinely include:

• Chief Operating Officer
• Deputy Director of Nursing, Healthcare Professionals and Quality Governance
• Deputy Medical Director
• Chief Pharmacist
• Chief Psychological Lead
• Person with living experience
• Representation from estates
• Assistant Trust Secretary

The Committee may request the attendance of individuals from within and outside the Trust with relevant experience and expertise if it considers this necessary.

The Chief Executive may be invited to attend as required but at least twice a year.

5. Meetings and quorum

5.1 - The Committee will agree a meeting calendar on an annual basis, setting out the main work items to be carried out by the Committee at each meeting to ensure that adequate time is given to the main duties of the Committee.

5.2 - Members are expected to attend all meetings. Any member unable to attend a meeting of the Committee will be required to forward their apologies to the Assistant Trust Secretary in advance of the meeting, along with the name of their nominated deputy / representative.

5.3 - If any member has an interest, pecuniary or otherwise, in any matter and is present at the meeting at which the matter is under discussion, he / she will declare that interest as early as possible and shall not participate in the discussions. The chair will have the power to request that member to withdraw until the Committee’s consideration has been completed.

5.4 - A quorum shall be four members of the Committee, comprising of not less than two Non-Executive Directors and one Executive Director. If the Committee is not quorate the meeting may be postponed at the discretion of the chair. If the meeting does take place and is not quorate, no decision shall be made at that meeting and such matters must be deferred until the next quorate meeting. In the case of non-agreement or no decision reached by the majority, the issue is to be escalated to the Board for discussion.

5.5 - In the absence of the nominated chair, another Non-Executive Director member will deputise as Committee chair.

5.6 - The chair of the Committee may agree that members may participate in its meeting via telephone, video or computer link. Participation in this manner will be deemed to constitute presence in person at the meeting.

6. Frequency

The Committee will meet on a monthly basis.

7. Functions

7.1 - To provide support and challenge with regards to continuous quality improvement, and to receive assurance of such across the following areas aligned to the Quality Strategy:

• Well-led
• Clinical effectiveness 
• Patient safety
• Patient experience and engagement
• Quality Improvement

A cross-cutting focus for assurance and scrutiny includes improvements in arrangements to demonstrate equality, diversity and inclusion in the above areas.

7.2 - To seek assurance, providing challenge and scrutiny as necessary, regarding the implementation and delivery of priorities within the Trust’s Quality Strategy and Quality Account; along with other priorities / areas of focus as agreed by the Board and the Quality Committee, which will be identified within the Committee’s workplan. 

7.3 - To actively seek assurance the Trust is continuously improving the quality of services for the benefit of patients and carers across the networks.

7.4 - Provide scrutiny and challenge that required standards of healthcare are achieved and that action is taken where sub-standard performance is identified.  Hold Executive Directors to account for the quality and safety of the Trust’s clinical services, patient and carer experience, and clinical risk management outcomes.

7.5 - To seek assurance, providing challenge and scrutiny as necessary, regarding the development and implementation of priorities to address health inequalities as they relate to access, experience and outcomes for the people who need our services.

7.6 - Seek assurance that the organisational systems and processes in relation to clinical governance (quality, safety, patient experience, and clinical effectiveness) are robust and well-embedded so that priority is given to identifying and managing risks to the quality of care.  Report to the Board on the committee’s level of assurance regarding the management of strategic risks to the quality of care.

7.7 - To receive assurance regarding the Trust’s compliance with regulatory requirements and national standards for quality, providing support and challenge; and, if necessary, escalate issues to the Board of Directors.

7.8 - To receive information and analysis relating to lessons learned from serious incidents, serious case reviews, regulation 28 letters, homicide reviews, patient complaints etc.; and to seek assurance that learning is embedded and this leads to improvements in the experiences of patients, service users and carers.

7.9 - To take responsibility, on behalf of the Trust board for ensuring that a resuscitation policy is agreed, implemented, and regularly reviewed within the clinical governance framework.

7.10 - Receive and seek assurance the Trust is assessing and effectively managing current and future Board Assurance Framework risks to quality. Escalate to Board any key risks or areas of concern.

7.11 - To receive assurance regarding the robustness of the quality impact of cost improvement plans, and that risks to quality and safety are considered, mitigated and monitored.

7.12 - Scrutinise the findings of all Internal Audit reports relating to quality.  As appropriate, inform the Internal Audit programme in relation to key areas of quality performance and delivery.

7.13 - Refer activities and tasks to appropriate Board level committees or Executive Directors as deemed appropriate by the Committee; having due consideration of the remit of those committees and their workplans.

7.14 - Receive and accept delegated activities and tasks from the Board of Directors or other Board committees by agreement.

8. Reporting

The Committee reports to the Board of Directors.

The Committee will receive regular highlight reports and / or escalated risks / issues from the following group(s):

• Trust-wide Quality Group Care Quality Oversight Group

The Committee will also receive escalation of issues from Executive Directors or other executive-led groups where there is a quality impact.

9. Inputs

• Reports and plans as identified in the agreed workplan
• Highlight / exception reports from sub-groups
• Relevant reports / correspondence from regulators and key stakeholders
• Delegated / transferred issues from the Board of Directors and / or Board committees

10. Outputs

• Minutes
• Assurance and action tracker
• Chair’s reports to the Board of Directors to provide assurance regarding matters discussed and to highlight / escalate key issues and risks. Chair’s reports will also be shared with the Council of Governors.

11. Date of review

These Terms of Reference will be reviewed in October 2025. Following this, an annual review of the Terms of Reference and compliance will take place.

View our declaration of compliance with condition G6 of the provider license. This was signed by Evelyn Asante-Mensah, chair, and Anthony Hassall, chief executive, on 24 June 2025.

View the latest interests declared by our board members. For older versions or reports from previous years, please email pcn-tr.board.penninecare@nhs.net

• Board declaration of interests - April 2024 to March 2025

Under our standards of business conduct policy, it is the responsibility for all staff to ensure they are not placed in a position which risks or appears to risk conflict between their private interests and NHS duties.

Gifts, hospitality or entertainment - other than those of low value - should be declined and those accepted should be formally registered. These are reported annually, which you can read below.

For copies of older reports, please email pcn-tr.board.penninecare@nhs.net

• Gifts and hospitality report 2024-2025
• Gifts and hospitality report 2023-2024
• Gifts and hospitality report 2022-2023