21stMeeting of the Council of Governors
23rd June 2011
2pm – 5pm Applegarth Suite, Marriott Hotel, Bexleyheath
Chair: Dave Mellish
Trust Secretary and Head of Governance: Ann Rozier
Public Governors / Service user/ carer Governors / Appointed GovernorsDavid Botting-Page / Bob Bedwell / Angus Cameron
Stephen Brooks / Richard Comaish / Alan Downing
Beryl Day / Jenny Kay / Rebecca Linton
Amanda Finlay / Baeti Mothobi / Sandi Lowing
Ann Lucas / Chris Purnell / Liz Meerabeau
Eimear Mallen / Stephen Seabrooke / Raymond Sheehy
Rosie Shrimpton / Mary Stirling / Dave Stringer
Steven Turner / Michael Turner
John Woolgrove
Staff Governors
Marilyn Cook / Janna Maxfield / Nick Danks
In attendance:
Non Executive Directors / Directors /Guests and Presenters
Anne Taylor / Stephen Firn / Estelle FrostArchie Herron / Richard Page / Dr Adrian Treloar
James Kellock / Dr Ify Okocha / Michael Astbury (LINKs)
John Bell (LINKs)
Peter Buckland (LINKs)
Sarah Isted, PWC
Part One - Closed to the Public /
Action
Apologies
Jacqueline Ashby-Thompson, Lee Hayden, Jason Heward, Peter Kotz, Chris Stables, Julian Thornington, Malcolm Wood, Helen Smith and Sally Jacobson. / NotedPart one of the meeting was held in private due to the sensitive and personal nature of the discussion.
Governors Standards Committee Recommendations
It was agreed at the Council of Governors meeting on the 17th March 2011 to establish a Governors Standards Committee. This Committee met on the 19th April and was chaired by the Senior Independent Director. The Trust Secretary was in attendance and six governors were Committee members.
The Terms of Reference for the Committee were agreed by Governors. The Constitution rules, particularly around non attendance of Governors and how these are clarified at induction sessions were discussed. The Committee looked at attendance records of all governors and discussed the difference between elected and appointed governors.
Appointed Governors are appointed by their organisations and cannot be removed in the same way as other constituencies. It was agreed that the Trust should be asked to write to organisations about their representatives not attending. This action has been deferred until after the changes to the Constitution (which includes changes to the Partnership Organisations) are put to the Trust Membership in September.
The Governors Standards Committee then discussed the non attendance of Mr B Connah and complaints of his alleged inappropriate behaviour. After a vote by the Committee it was agreed to recommend Mr Connah’s removal as a Governor at the next full Governors’ meeting in accordance with paragraphs 12.18 and 12.19 of the Oxleas NHS Foundation Trust Constitution.
AT highlighted that Mr Connah had only attended induction, one of four away days and partly attended one Council of Governors meeting since he was elected in 2009. Mr Connah was invited to attend this meeting and the Governors Standards Committee in April but declined. The Governors’ attendance records, e mails and Mr Connah’s response to this recommendation were made available to the full Council of Governors meeting. The vote to remove Mr Connah from the Council of Governors due to non attendance was carried as follows: In favour – 23; Against – 0; Abstain – 4.
Mr Connah is to be informed of the decision of the Council of Governors by the Trust Secretary. / Agreed
AR
Proposal for changes to the Constitution of Oxleas NHS Foundation Trust
At the last Council of Governors Away Day in February and the meeting in June, there was detailed discussion in regard to the impact of Community Health Services in Bexley and Greenwich joining Oxleas and how the Constitution needs to change to ensure a representative membership. The detail of the proposed changes has been worked through at two meetings of the Governors Constitution Working Group (held on 19th April 2011 and 1st June 2011)and legal advice has been sought. If the proposed changes are agreed at this meeting, a paper will be presented to the Board of Directors for approval, will come back to the Council of Governors in September and will then be put to the Membership at the Annual Members Meeting for a vote.
CP – I have reservations about the sub classes in the Service User Carer Constituency. There is a case for better representation but it may be a disadvantage. Quite a lot of people might not be certain which sub class they belong to or may wish to represent more broadly. Also under 12.17.12 we need to add ‘sickness or proven unfair or discriminatory dismissal’.
ND – The Trust has changed radically. To restrict the Service User Carer constituency to as it is now would not be good. I support this change.
SB – We discussed this at some length. Belonging to a sub class does not stop any individual taking a broad view.
JW – We need to make sure of a fair spread of service users from all of our services.
SB – The discussion was about bringing the two strands together and about wanting to ensure one culture. This aligns the Service User Carer sub classes with the Service Directorate functional structure.
JK –We are proposing that Appointed Governors also serve for 9 years. Many of them do not turn up to meetings.
DM – We are awaiting the outcome of the Bill; then we can approach organisations we want to invite to send representatives.
JM – How many staff Governors are there now?
AR – There are 7. The increased number of sub classes was agreed at a Special Members Meeting last year to ensure representation from Bexley Community Health. We do not have representation from Greenwich Community Health at present.
RSy – I agree with the proposal in regard to Appointed Governors. Looking through the changes, voices of people with learning disabilities is important; is one sub class Governor enough?
BB – I think the changes are a good idea. Can they be a pilot?
DM –Any change to the Constitution must be agreed by the Membership at a Special Members Meeting or Annual Members Meeting.
DBP – I support the comments on learning disability representation. I understand there will be issues around providing easy read information etc. I would like to see this increased to 2.
SB – It is very difficult to recruit learning disability members.
DBP – We need to be proactive around this.
RL – We could have one seat shared by 3 (similar to the LD Appointed Governors). We can use a resource to support people e.g. pre meetings, language used and information.
RC – Would like to see if this can work. At LiNKs meetings people with LD are supported but this isn’t very successful.
The Council of Governors agreed that, subject to minor amendments, the proposals are presented to the Board of Directors for their approval. / Approved
DM
Any Other Business for Part One
Election to Lead Governor
DM - Rosie Shrimpton will come to the end of her term as Governor in September. She is also our Lead Governor. Nominations for the election of a new Lead Governor were invited and the closing date was the 13th June 2011. We received one nomination, however another Governor who was keen to stand needed to clarify work issues and could not get an answer to these prior to the deadline set. The Council of Governors are being asked to decide whether a contested election would be preferred, in which case the invitation for nominations could be extended.
CP – Have you taken legal advice on this matter?
DM – We intend to do this if Governors want to extend the deadline.
AR – This election is internal and the ‘Election Rules’ as laid out in our Constitution (and as followed for the election of Governors by Members), does not apply. We do need to seek advice however.
SB – What is the status of Lead Governor?
DM – It is a Monitor requirement and they are in a linchpin role. They are a point of contact for Monitor. The role has developed in Oxleas. The Lead Governor meets with the Chair regularly, holds Governor away days and is the main link between the Trust and Governors.
JK – If a second candidate is allowed this may be at the exclusion of others.
AF – We should repeat the election so anyone can stand.
Legal advice will be sought andifpermissible, it was agreed that the election is to be repeated. / Agreed
AR
Part Two /
Action
1. / Minutes of the Council of Governors meeting held on 17th March 2011Item 13 Social Inclusion Update –Japleen Kaur also gave a presentation at the Governors Away Day. Subject to this amendment the minutes were agreed as a true record. / Agreed
2. / Matters arising
AF asked when the records of complaints were being brought to the Governors meeting.
DM – This is going to the User Carer Council next week and will be brought to the next Council of Governors.
Page 1. Crayford Centre – Alternatives are still being sought. The service continues to be delivered.
Page 3. Care Quality Commission – Three weeks ago the Trust received a letter from the CQC asking for information about the Bracton Centre. A further request was later made for information about Forensic Community Psychiatric Nursing and Prison services. We are therefore expecting the CQC to visit in the near future.
Page 6. Progress of Carers Strategy. The Council of Governors agenda this month was very full but it will come to the next meeting. / Noted
DM
DM
3. / PriceWaterhouseCoopers- Report to Governors
Sarah Isted from PWC gave a presentation on the External Audit for 2010/11. She gave information on:
- The Statement of Comprehensive income – showing a surplus of £3,862,000 for end March 2011.
- The Statement of Financial Position (Balance Sheet) – there have been some changes but no major movements.
- The role of External Auditor – Complying with the Code, giving a true and fair view of activities, accounts comply with the Annual Reporting Manual and proper arrangements for securing economy, efficiency and effective use of resources.
- Outputs of Audit – Management Report to Audit Committee on 2nd June. Issued a ‘qualified’ opinion. The qualified audit opinion was due to the integration of Bexley Community Health Services where there was no data for April – June when the services were with Bexley PCT. We requested but did not receive all the information. Monitor was kept informed throughout. This was not the fault of Oxleas. Early work is being done on Greenwich Community Health. PWC reviewed the Trust Quality Report and worked with internal audit to assess underlying data for selected key performance indicators. There were some recommendations but nothing significant. An ‘unqualified’ opinion was given on this.
- Significant accounting issues. South London Healthcare Trust Provision. A significant provision of £4.2m has been set aside in relation to possible increased rental charges for two properties leased by Oxleas. There is uncertainty whether this will be paid.
- Future considerations. Merger accounting for Greenwich Community Health Services is expected. This will be a key area of focus. The Government’s Alignment Project is expected to bring FTs into the Department of Health’s resource boundary. The timetable for accounts may be brought forward. Commissioning changes will be a key consideration for Oxleas.
RP – We need to set aside some cash for when things go wrong (non payers etc). It allows us to take advantage of opportunities that arise within the local health economy. We do earn interest on cash.
SF – Monitor are content with us having cash. The question is how is it best spent. For example Bexley Health Campus (Development of Queen Mary’s Hospital). We are working with South London Healthcare Trust and Bexley PCT on this. It’s important to use the money on things that will have a lasting impact.
SB – In regard to the Crayford Centre. Can we not afford to resolve this with the cash?
RP – Unfortunately we do not own the building. We wanted to upgrade the facilities. Our own estate is in very good condition.
SF – We are confident we will find a good alternative to the Crayford Centre. We wouldn’t see it close.
RSy – What is the dividend on current and non current assets?
SI – This is complex; certain bank accounts not included. RP does a very good job with this.
SB – How is the cash balance managed?
RP – We are conservative with our investments but every pound earns some interest. They are safe investments with appropriate access arrangements.
AH – The Audit Committee have very stringent rules about where the money is deposited. On the cash point - our debtors are very low (£3m) and creditors are £27m which is almost half the amount. This represents around 2 months of working capital which is not excessive.
SS – A qualified audit is unusual. What steps are being taken in the future around controls for mergers and acquisitions?
SI – We are already doing work on this. Part of the reason for the difficulty with Bexley was that key people in the PCT left. Key people from Greenwich PCT are still there. Guidance from Monitor on merger accounting was very late adding to the complexity.
RS – Does this have an effect on the Trust’s Monitor ratings?
SF – It does not effect the ratings. / Noted
4. / Re-appointment of External Auditors
AH, Chair of the Audit Committee proposed that the contract for PWC be extended for one year to March 2013. The reason for this proposal is to ensure difficulties are avoided in:
- Adjustments in March 2012 in relation to Bexley Community health – continuity is needed.
- Merger accounting for Greenwich Community health. Work by PWC is already underway
- A change in Finance Director and change of Auditors at the same time.
5. / Chief Executive Update and Annual Plan progress
SF presented an update on health service reforms, Oxleas performance and Annual Plan progress.
Health Reforms - There has been an 8 week listening exercise conducted by the Government. The Prime Minister guarantees that the NHS will remain a universal service and that spending will increase each year. There will be no ‘cherry picking’ by the private sector and competition must lead to efficient and integrated care. The changes to the Bill include:
- Commissioning consortia to include nurses and hospital doctors
- Competition only where it benefits patient care and choice
- The timetable for changes will be more flexible
- Clinical senates to oversee integration of services
- Waiting time targets retained
Performance - At the end of Quarter 4, Oxleas was rated by Monitor as 4 for Finance and 4 for Governance. At the end of April 2011, we are catching up on our 4.5% efficiencies; otherwise the financial position is as planned. The CQC Quality and Risk Profile for the Trust shows no concerns. We are waiting for a visit to the Bracton centre and this will play a significant part in our CQC risk rating.
Annual Plan Progress – There are 8 priorities; all are making progress. Highlights to note are: a Non executive is Chair of the Transformation Board and this is going well; tele-health and video conferencing is being rolled out and we have been successful in our bid for West Kent Prison Health.
JW – Any qualified provider by 2012 – is Greenwich speedier than this?
SF – It is difficult to see how much different this is to what is happening now e.g. dentistry, podiatry and prisons. What may be different is that Monitor will include the Cooperation and Competition Panel.
JB – Bexley LiNK has put in a bid to become a Healthwatch Pathfinder.
AD – As mentioned during the financial presentation, what are the intentions around the Bexley Health Campus?
SF – South London healthcare Trust will continue with elected surgery but the rest of the site will change. We are signed up as a partner but this will need investment. If the business case stands up it will go to the Board for a decision.
SL – What is the impact of the guarantees given in regard to spending?
SF – There will be a 2.5% increase this year. 1% went on increased insurance contribution. The rest went to pay for salary increments although there is a pay freeze. We are also required to make a 4% efficiency saving so there is a 1.5% decrease on last year. Also other inflation such as fuel, buildings etc. that’s why it is a 4.5% efficiency. This does mean we need to discuss changes to how we deliver services.
Dr IO presented the Quality priorities for 2011/12. For the QSIPs, the quality domains are: Patient Experience; Patient Safety; Clinical Effectiveness. Both mental health and community health services have QSIPS around these 3 key areas. Dr IO highlighted the particular importance of ‘Enhancing Care Planning’ indicators for both. The mental health CQUINS targets are to:
- Improve the physical health of patients with mental health problems
- Provide information to inform clinical commissioning priorities
- Investigate the reasons for an increased admission rate to acute inpatient services for black and ethnic (BME) patients
- Identify dual diagnosis patients and improve joint working