NHS South Tees Clinical Commissioning Group
Governance and Risk Committee
Terms of Reference
1.Constitution
1.1The governance and risk committee (the committee) is established in accordance with NHS South Tees Clinical Commissioning group’s (the CCG) constitution. These terms of reference set out the membership, remit, responsibilities and reporting arrangements of the committee and shall have effect as if incorporated into the constitution.
2.Membership
2.1The committee shall be appointed by the CCG as set out in the CCG’s constitution and shall be made up of core members of which will include four members of the Governing Body, one being a lay member, the Chief Finance Officer or deputy, a GP Governing Body member and the Executive Nurse (or deputy) along with individuals who are not core members of the CCG such as nominated members of the Commissioning Support Service.
2.2The Chief Finance Officer will Chair the committee.
2.3The Lay Member will be vice-Chair of the committee.
2.4The Corporate Governance & Risk Officer of the Commissioning Support unit will be a core member.
2.5The Governance & Risk Officer of the South Tees CCG will be a core member.
2.6The Audit Chair will not be a member of the Committee.
2.7Other members may be co-opted onto the committee and may serve in an advisory capacity only.
3Secretary
3.1The secretary to the committee shall attend to take minutes of the meeting and will be responsible for drawing the committee’s attention to best practice, national guidance and other relevant documents as appropriate.
4Quorum
4.1No business shall be transacted at a meeting unless three core members are present.
5Frequency and notice of meetings
5.1The committee must consider the frequency and timing of meetings needed to allow it to discharge all of its responsibilities. A benchmark of four meetings per annum at appropriate times in the reporting is suggested.
5.2The Senior Governance Manager will maintain a register of attendance which will be published within the CCGs Annual Report.
6Remit and responsibilities of the Committee
6.1The committee will be accountable to the Governing Body and will have responsibility for overseeing and reporting to the Governing Body and providing assurance to the Audit Committee on Governance and risk management, Information Governance, Research Governance and Equality & Diversity issues.
6.2The Committee will seek assurance from other Governing Body sub committees who will ensure there are arrangements in place to develop, maintain and regularly review risks associated with their area of responsibility to ensure the effective management of risk. Significant risks (graded as Extreme or High) should be escalated to the CCG Risk Register and the responsible officer for risk; and brought to the attention of the Governance and Risk Committee at their next meeting.
6.1.1Risk Framework
Maintain a robust framework of Governing Body assurance by agreeing and overseeing the implementation of dynamic governance arrangements and compliance status by ensuring appropriate and robust systems and processes are developed and implemented to minimise risk and ensure compliance.
Gain assurance that the Risk Register is up to date, risks are identified and action plans are in place and monitored for implementation.
Monitor performance against the Governance Assurance Framework and in particular progress against the annual work programmes for Risk Management, Health & Safety, Fire Safety, Research Governance, Information Governance and Equality & Diversity.
To receive and review reports on organisational performance in compliance with the statutory functions in relation to the Governance Assurance Framework
Escalate issues for consideration within the Governing Body Assurance Framework where appropriate.
6.1.2Annual Governance Statement / Maintaining Standards
Challenge and monitor progress relating to significant risks to facilitate the satisfactory completion of the Annual Governance Statement.
6.1.3Policy Management
The Committee will receive, consider and approve organisational policies on behalf of the Governing Body.
6.1.4Assurance
The Committee will receive and review the findings of other significant assurance organisations and consider the implications to the governance of the organisation and act upon accordingly.
In all cases, recommendations agreed in these reports will be monitored via the risk register and updates on progress will be provided to the Committee.
The Committee will request in-depth reports on specific risk areas as is considered appropriate to provide relevant assurances.
7Relationship with Governing Body
7.1The minutes of the committee meetings shall be formally recorded by the Company Secretary (or similar) and submitted to the Governing Body. The Chair of the Committee shall draw to the attention of the Governing Body any issues that require disclosure to the relevant statutory body, or require executive action.
7.2The Committee will report to the Governing Body at least annually on its work in support of the Statement on Internal Control, specifically commenting on the fitness for purpose of the Assurance Framework, the completeness and embeddedness of risk management in the organisation, the integration of governance arrangements.
8Conduct of the committee
8.1The Committee shall conduct its business in accordance with national guidance, relevant codes of practice including the Nolan Principles and the Conflict of Interest policy.
8.2An annual report will be produced of its performance, membership and terms of reference will be submitted to the Governing Body.
9Managing Conflicts of Interest
9.1As required by section 14O of the National Health Service Act 2006, as inserted by section 25 of the Health and Social Care Act 2012, and set out in the Group’s Constitution the clinical commissioning group will make arrangements to manage conflicts and potential conflicts of interest to ensure that decisions made will be taken and seen to be taken without any possibility of the influence of external or private interest.
9.2Where a member of the Committee has an interest, or becomes aware of an interest which could lead to a conflict of interests in the event of the Committee considering an action or decision in relation to that interest, that must be considered as a potential conflict, and is subject to the provisions of the CCG processes for Standards of Business Conduct and Managing Conflicts of Interest.
9.3A conflict of interest will include:
•a direct pecuniary interest: where an individual may financially benefit from the consequences of a decision;
•an indirect pecuniary interest: for example, where an individual is a partner, member or shareholder in an organisation that will benefit financially from the consequences of a decision;
•a non-pecuniary interest: where an individual holds a non-remunerative or not-for profit interest in an organisation, that will benefit from the consequences of a commissioning decision;
•a non-pecuniary personal benefit: where an individual may enjoy a qualitative benefit from the consequence of a decision which cannot be given a monetary value;
•where an individual is closely related to, or in a relationship, including friendship, with an individual in the above categories.
9.4If in doubt, the individual concerned should assume that a potential conflict of interest exists and consult the CCG’s Standards of Business Conduct and Managing Conflicts of Interest.
10Annual General Meeting
10.1The Chair of the committee will normally attend the Annual General Meeting prepared to respond to any questions of the Committees activities.
Approved: February 2014
Ratified: March 2014
Review: February 2015