Board Committees and TOR QPS Committee

8/9/2019 Board Committees and TOR QPS Committee

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Nottingham University Hospitals NHS TrustBoard Committees and Terms of ReferenceChapter SevenVersion 8 (September 2010)

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BOARD COMMITTEES AND TERMS OF REFERENCE

Documentation Control

Reference Corporate Governance Framework Chapter 7

Date approved

Approving Body Trust Board

Implementation date

Version 8

Supersedes NUH Version 7 (- 1 October 2009)Consultation undertaken Directors Group and Audit

Committee (codifies Board decisionsup to and including 5 August 2010)

Target audience All Staff

Distribution: Policy andProcedure(s)

All staff

Supporting Procedure(s) N/A

Review Date Two months before the inception ofthe NUH foundation trust status, orSeptember 2011, whichever comesfirst.

Lead Executive Chief ExecutiveAuthor/Lead Manager Trust Secretary

Further Guidance/Information Trust SecretaryDeputy Trust Secretary


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COMMITTEE STRUCTURES

Trust Board

The Trust Board is responsible for determining the strategicdirection of the Trust, agreeing its policy framework and monitoringthe performance of the Trust. Its statutory obligations are set out inthe codes of conduct and accountability, published by theDepartment of Health.

Trust Board Committees

There are nine committees of the Trust Board, which support it insetting the trusts strategic direction, in monitoring and ensuringthat the strategies are being taken forward and that theresponsibilities for Board assurance are being met.

Audit Committee

Remuneration and Terms of Service Committee

Finance and Investment Committee

Committee for the Appointment of the ChiefExecutive as Executive Director

Committee for the Appointment of OtherExecutive Directors

Ethics of Clinical Practice Committee

Advisory Appointments Committee

Donation Committee

Quality, Risk and Safety CommitteeAnd any other such committees as the Board shall,

from time to time, determine

Terms of reference for each of these committees can be found attached.


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TRUST BOARD

The Boards statutory obligations are set out in the Codes of

Conduct and Accountability published by the Department ofHealth.

NHS Boards have six key functions for which they are heldaccountable by the NHS Executive on behalf of the Secretary ofState:

To set the strategic direction of the organisation within theoverall policies and priorities of the Government and the NHS,define its annual and longer term objectives and agree plans toachieve them

To oversee the delivery of planned results by monitoringperformance against objectives and ensuring corrective actionis taken when necessary

To ensure effective financial stewardship through value formoney, finance control and financial planning and strategy

To ensure that high standards of corporate governance andpersonal behaviour are maintained in the conduct of thebusiness of the whole organisation

To appoint, appraise and remunerate senior executives, and

To ensure that there is effective dialogue between theorganisation and the local community on its plans andperformance and that these are responsive to the communitys

needs.

In fulfilling these functions, the Board should:

Specify its requirements for organising and presenting financialand other information succinctly and efficiently to ensure theBoard can fully undertake its responsibilities


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Be clear what decisions and information are appropriate anddraw up Standing Orders, a Schedule of Decisions Reserved tothe Board and Standing Financial Instructions to reflect this

Establish performance and quality targets that maintain theeffective use of resources and provide value for money

Ensure that management arrangements are in place to enableresponsibility to be clearly delegated to senior executives for themain programmes of action and for performance againstprogrammes to be monitored and senior executives held toaccount

Establish Audit and Remuneration Committees on the basis offormally agreed terms of reference which set out themembership of the committee, the limit to their powers and thearrangements for reporting back to the main Board

Act within statutory financial and other constraints.


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AUDIT COMMITTEE

TERMS OF REFERENCE

Constitution

The Board hereby resolves to establish a committee of the Boardto be known as the Audit Committee (The Committee). TheCommittee is a non-executive committee of the Board and has noexecutive powers, other than those specifically delegated in theseTerms of Reference.

Membership

The Committee shall be appointed by the Board from amongst thenon-executive directors of the Trust and shall consist of threemembers. A quorum shall be two members. The Board shallappoint one of the members as chair of the Committee. TheChairman of the Trust shall not be a member of the Committee.

Attendance

The Director of Finance and appropriate Internal and ExternalAudit representatives shall normally attend meetings. The ChiefExecutive and other executive directors should be invited toattend, but particularly when the Committee is discussing areas ofrisk or operation that are the responsibility of that director.

The Chief Executive should be invited to attend annually, todiscuss with the Committee the process for assurance thatsupports the Statement on Internal Control.

The Committee has the right to exclude executive directors orother attendees during consideration of any part of Committeebusiness. If necessary, meetings of the Committee shall beconvened and attended exclusively by members of the Committeeand / or the Trusts External Auditors or Head of Internal Audit


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At least once a year the Committee should meet:

privately with the External Auditors

privately with the Internal Auditors

privately with the External and Internal Auditors

The Trust Secretary, or their designated deputy, shall be Secretaryto the Committee and shall attend to take minutes of the meetingand provide appropriate support to the Committee chair andmembers.

Frequency

The Committee shall generally meet six times a year. At least oneof these each year shall be a private meeting of the Committeeand the Secretary to undertake an annual self-assessment andrelated processes.

The External Auditor or Head of Internal Audit may request ameeting if they consider that one is necessary.

Authority

The Committee is authorised by the Board to investigate anyactivity within its terms of reference. It is authorised to seek anyinformation it requires from any employee and all employees aredirected to co-operate with any request made by the Committee.The Committee is authorised by the Board to obtain outside legalor other independent professional advice and to secure theattendance of outsiders with relevant experience and expertise if itconsiders this necessary.

Duties

The duties of the Committee can be categorized as follows:

Governance, Risk Management and Internal Control

The Committee shall review the establishment and maintenance ofan effective system of integrated governance, risk management

and internal control, across the whole of the organizations


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activities (both clinical and non-clinical) that supports theachievement of the organizations objectives.

In particular, the Committee will review the adequacy of:

all risk and control related disclosure statements (in particulartheStatement on Internal Control and all declarations ofcompliance, together with any accompanying Head of Internal

Audit statement, external audit opinion or other appropriateindependent assurances, prior to endorsement by the Board

the underlying assurance processes that indicate the degree ofthe

achievement of corporate objectives, the effectiveness of themanagement of principal risks and the appropriateness of theabove disclosure statements

the policies for ensuring compliance with relevant regulatory,legal and code of conduct requirements

the policies and procedures for all work related to fraud andcorruption as set out in Secretary of States Directions and asrequired by the Counter Fraud and Security ManagementService

In carrying out this work, the Committee will primarily utilise thework of Internal Audit, External Audit and other assurancefunctions, but will not be limited to these audit functions. It will alsoseek reports and assurances from directors and managers asappropriate, concentrating on the over-arching systems ofintegrated governance, risk management and internal control,together with indicators of their effectiveness. This will beevidenced through the Committees use of an effective AssuranceFramework to guide its work and that of the audit and assurance

functions that report to it.

Internal Audit

The Committee shall ensure that there is an effective internal auditfunction established by management that meets mandatory NHSInternal Audit Standards and provides appropriate independentassurance to the Committee, Chief Executive and Board.


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This will be achieved by:

consideration of the provision of the Internal Audit service, thecost of the audit and any questions of resignation and dismissal

review and approval of the Internal Audit strategy, operationalplan and more detailed programme of work, ensuring that this isconsistent with the audit needs of the organization as identifiedin the Assurance Framework

consideration of the major findings of internal audit work (andmanagements response), and ensure co-ordination betweenthe Internal and External Auditors to optimise audit resources

ensuring that the Internal Audit function is adequately resourcedand has appropriate standing within the organisation

annual review of the effectiveness of internal audit review any material objection to the Internal Audit plans and

associated assignments that cannot be resolved throughnegotiation.

External Audit

The Committee shall review the work and findings of the ExternalAuditor appointed by the Audit Commission and consider theimplications and managements responses to their work. This willbe achieved by:

consideration of the appointment and performance of theExternal Auditor, as far as the Audit Commissions rules permit

discussion and agreement with the External Auditor, before theaudit commences, of the nature and scope of the audit as setout in the Annual Plan, and ensure coordination, as appropriate,with other External Auditors in the local health economy

discussion with the External Auditors of their local evaluation ofaudit risks and assessment of the Trust and associated impacton the audit fee

review all External Audit reports, including agreement of theannual audit letter before submission to the Board and any workcarried outside the annual audit plan, together with theappropriateness of management responses


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Other Assurance Functions

The Committee shall review the findings of other significantassurance functions, both internal and external to the organization,and consider the implications to the governance of theorganization.

These will include, but will not be limited to, any reviews byregulatory or professional bodies with responsibility for theperformance of staff or functions (e.g. royal colleges, accreditationbodies, etc.)

In addition, the Committee will review the work of other committeeswithin the organisation whose work can provide relevantassurance to the Committees own scope of work.In reviewing the issues concerning clinical risk management, theCommittee will wish to satisfy themselves on the assurance thatcan be gained from the clinical audit function.

Management

The Committee shall request and review reports and positiveassurances from directors and managers on the overallarrangements for governance, risk management and internalcontrol.It may also request specific reports from individual functions withinthe organization (e.g. clinical audit) as they may be appropriate tothe overall arrangements.

Financial Reporting

The Committee shall review the Annual Report and FinancialStatements before submission to the Board, focusing particularlyon


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the wording in the Statement on Internal Control and otherdisclosures relevant to the Terms of Reference of theCommittee

changes in, and compliance with, accounting policies and

practices unadjusted mis-statements in the financial statements

major judgmental areas

significant adjustments resulting from the audit

The Committee should also ensure that the systems for financialreporting to the Board, including those of budgetary control, aresubject to review as to completeness and accuracy of theinformation provided to the Board.

Reporting

The minutes of Committee meetings shall be formally recorded bythe Trust Secretary and submitted to the Board. The Chair of theCommittee shall draw to the attention of the Board any issues thatrequire disclosure to the full Board, or require executive action.

The Committee will report to the Board annually on its work in

support of the Statement on Internal Control, specificallycommenting on the fitness for purpose of the AssuranceFramework, the completeness and embeddedness of riskmanagement in the organization and the integration ofgovernance arrangements.Other Matters

The Committee shall be supported administratively by the TrustSecretary, whose duties in this respect will include:

Agreement of agenda with Committee Chair and attendees andcollation of papers

Taking the minutes

Keeping a record of matters arising and issues to be carriedforward

Advising the Committee on pertinent areas


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Appendix 1

Principles that underpin the Audit Committee:

1. Where an audit report is critical or has been given limitedassurance, the lead officer from the relevant departmentshall be requested to attend the Audit Committee meeting toprovide an update on actions taken to address therecommendations in that report.

2. Where an audit report has been given significant assurance,the lead officer from the relevant department shall beadvised that the item will be discussed at the AuditCommittee meeting and shall be given the option to attendthat meeting.

3. Where an audit report relates to a follow-up audit and highrisk recommendations are still outstanding, the lead officerfrom the relevant department shall be requested to attendthe Audit Committee meeting to provide an update onactions taken to address these recommendations.

4. An audit recommendations self assessment report, which

includes a log of audit reports submitted to the AuditCommittee and any outstanding actions, shall be submittedto each meeting of the Audit Committee for review.


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REMUNERATION AND TERMS OF SERVICE COMMITTEE

TERMS OF REFERENCE

Membership

Trust ChairmanAll other non-executive directors

Quorum

No business shall be transacted unless the meeting is quorate.The quorum is the Trust Chairman and two other non-executivedirectors.

In Attendance

Chief Executive (excluding matters pertaining to the CEO)Director of Human Resources (excluding matters pertaining to theDirector of Human Resources)Trust Secretary (excluding matters pertaining to the TrustSecretary) (acts as Secretary to the Committee and providesappropriate support to the Chairman and committee members)

Frequency

Meetings shall be held as and when required and generally at leasttwice each year.

Reporting

The minutes of the Remuneration and Terms of Service

Committee meetings shall be formally recorded by the TrustSecretary and (subject to the need to protect matters of individualsconfidentiality) submitted to the Board. The Chairman of theCommittee shall draw to the attention of the Board any issueswhich require disclosure to the full Board, or necessitate any Boardaction.


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Authority

The Committee shall report to the Board (via the Committeesminutes) about the Committees exercise of its delegated authority.

The Committee shall report to the Board any recommendations itmay wish to make. The Board shall use such reports as the basisfor its own decisions, but remain ultimately accountable for them.The minutes of the Board's meetings should record suchdecisions.

Duties

In accordance with any direction of the Secretary of State andhaving regard to any national guidance or arrangements, theCommittee shall undertake the following duties.

1. In regard to the Chief Executive, the other executive directors ofthe Board and the other senior officers reporting directly to theChief Executive

To exercise, on behalf of the Board, delegated authority for the

following:

(a) Any necessary decisions on appropriateremuneration and terms of service, including:

(i) All aspects of salary (including anyperformance-related elements/bonuses)

(ii) Provisions for other benefits, including pensions

and cars

(iii) Arrangements for termination of employmentand other contractual terms

(b) To be assured that such officers are fairly rewardedfor their individual contribution to the Trust - havingproper regard to the Trust's circumstances andperformance and to the provisions of any national


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arrangements for such members and staff whereappropriate

(c) To monitor and evaluate performance of

designated officers (see section 3) and

(d) To be assured concerning, and where necessarydecide upon, the application of appropriatecontractual arrangements including the propercalculation and scrutiny of termination payments(taking account of such national guidance as isappropriate).

2. In regard to Trust staff who are employed on local terms andconditions (i.e. not employed on national arrangements)

To exercise, on behalf of the Board, delegated authority for thefollowing:

(a) Any necessary decisions about appropriateremuneration and terms of service.

3. In regard to the Chief Executive and the other executivedirectors

(a)Receive an annual report, from the Trust Chairman,on the performance of the Chief Executive.

(b)Receive individual annual reports, from the Chief

Executive, on the performance of the executivedirectors.

4. General Matters

To draw to the attention of the Board, and where necessary makeany recommendations concerning, any general matters ofremuneration and terms of service policy or practice for any or allgroups of trust employees.


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NOTTINGHAM UNIVERSITY HOSPITALS NHS TRUST

FINANCE AND INVESTMENT COMMITTEE

TERMS OF REFERENCE

Authorisation

The Board has agreed to establish a committee of the Board to beknown as the Finance and Investment Committee. (The FinancialPerformance and Service Efficiency Monitoring Committee ishereby dissolved).

Remit

On behalf of the Trust Board in respect of Finance:

to define the financial planning principles and performanceindicators for the planning period, including assessment ofthe impact on quality:

the achievement of its statutory financial duties

other metrics to be managed and their trajectories

provisional financial plans, prior to approval by theBoard

any other matters, as directed by the Board

to monitor on a regular basis the Trusts financial position, inappropriate detail, with particular regard to:

the achievement of its statutory financial duties

the control of expenditure

the adequacy of financial forecasting and reporting

proposed revisions to the plan, prior to approval by theBoard

the impact of the financial position on quality


On behalf of the Trust Board in respect of Investment:


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to define the Trusts philosophy and objectives in respect oftreasury management including cash investment andmanagement of all elements of working capital in the contextof the Trusts agreed strategy with particular regard to:

establishing the overall methodology, processes andcontrols

ensuring that robust processes are followed and

monitoring of investments and other working capitalperformance

to define the Trusts investment philosophy and objectives inrespect of capital expenditure and commitments, service

developments and other significant revenue commitments inthe context of the Trusts agreed strategy with particularregard to

establishing the overall methodology, processes andcontrols which govern investments

ensuring that robust processes (evaluation of fit withthe Trusts overall strategy appropriate use of externalconsultants, quality assurance and approval of

business cases) are followed and

evaluating, scrutinising and monitoring of investmentsand resultant benefits

evaluating, scrutinising and monitoring of performancein relation to key infrastructure (estate, capital,information technology)

In order to undertake its responsibilities, the committee shallreceive such reports as it thinks fit, including (but not limited to):

A finance report which sets out directorate performance onfinancial delivery of their current year cost improvementprogrammes. (This report shall be presented by the Directorof Finance and Procurement)

A capital programme report which sets out progress withproposed and approved schemes (This report shall bepresented by the Director of Finance and Procurement)


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A treasury management report which sets out activity andperformance of cash investment and management of allelements of working capital. (This report shall be presented

by the Director of Finance and Procurement)

Relationship to the Trusts Management Structure

Nothing in these terms of reference shall preclude

Discussion by the Board, at its regular monthly meeting, ofany matters which it determines are necessary todemonstrate that it is discharging its statutory responsibility

of stewardship for public funds

The respective, substantive, roles of the Audit Committeeand the Quality, Safety and Risk Committee, as currentlyagreed by the Board.

Discussion at regular operational meetings of the Trust (forexample, but not limited to, the Directors Group or itscommittees) of any matters which the Chief Executive or hissenior officers deem are necessary to ensure delivery of theTrusts performance targets.

Membership

Three Non Executive Directors (not including Trust Chairman), oneof whom shall chairChief ExecutiveDirector of Finance and ProcurementMedical DirectorDirector of Nursing & Midwifery and Service ImprovementDirector of Human Resources

In Attendance

Chief Operating OfficerDirector of ICT ServicesDirector of Estates and Facilities

Associate Director (Strategy)Trust Secretary (Secretary to the Committee)External Auditor (by standing invitation)


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Other officers as may be required, as and when, for individualmeetings

Quorum

No business shall be conducted unless the Committee is quorate.The quorum is at least three substantive members including oneNon Executive Director. In the absence of the committeeChairman, another Non Executive Director shall preside.


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Frequency

The Committee shall hold monthly meetings, timed to provide theoptimum efficiency in relation to its information and decisionmaking needs (this will generally be at the end of the month).

Committees

The Committee is authorised to establish its own committees (i.e.sub committees of the Board) provided that these are essential,consistent with the overall remit of the committee and for theshortest duration feasible.

Reporting

The Committee Chairman shall ensure that regular feedback onthe Committees activities is provided to the Board.


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COMMITTEE FOR THE APPOINTMENT OF THE CHIEFEXECUTIVE AS EXECUTIVE DIRECTOR

TERMS OF REFERENCE

The Committee shall be constituted in accordance with EL (97) 84 Appointments to the Most Senior Posts in the NHS

Membership and Quorum

Trust ChairmanTwo Non- Executive DirectorsOne External Assessor (nominated by the SHA, normally the SHAChief Executive)One External Assessor (a person of standing and experience inthe field, selected in consultation with the SHA Chief Executive)

Frequency

When necessary

Reporting

To the Trust Board for ratification of appointment

Duties

To recommend to the Trust Board the appointment of theChief Executive as an Executive Director

To recommend to the Trust Board the terms of suchappointment

and subject to the powers of the Remuneration and Terms ofService Committee

To determine all other matters relating to the appointmentand tenure of the Chief Executive as an Executive Director


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COMMITTEE FOR THE APPOINTMENT OF OTHER EXECUTIVE

DIRECTORS

TERMS OF REFERENCE

The Committee shall be constituted in accordance with EL (97) 84 Appointments to the Most Senior Posts in the NHS

Membership and Quorum

Trust ChairmanChief ExecutiveTwo Non- Executive DirectorsOne External Assessor (nominated by the SHA)One External Assessor (a person of standing and experience inthe field, selected in consultation with the SHA Chief Executive)

Frequency

When necessary

Reporting

To the Trust Board for ratification of appointment

Duties

To appoint the Executive Directors, other than the ChiefExecutive

To fix the terms of such appointment

and, subject to the powers of the Remuneration and Terms ofService Committee

Determine all other matters relating to the appointment andtenure of the Executive Director


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ADVISORY APPOINTMENTS COMMITTEE

TERMS OF REFERENCE

Role and Purpose

The arrangements for appointments to NHS Consultant postsare stipulated in statutory regulations: The NHS (Appointmentof Consultants) Regulations 1996, as amended. These aresupported by The National Health Service (Appointment ofConsultants) Regulations Good Practice Guidance, published

by the Department of Health in January 2005.

The regulations provide for appointments to be made viaAdvisory Appointments Committees (AACs).

The Trust Board has delegated to AACs the authority to makedecisions on all appointments and for appointments to bereported to the Trust Board at a subsequent meeting where thedecision to appoint is unanimous. If the Committee cannot

make a unanimous decision, the majority recommendation willbe referred to the Trust Board for ratification, before an offer ofappointment is made.

Membership

Membership is as laid down in Regulations. These allow for someflexibility which will be exercised, as follows:

REGULATION TRUST ARRANGEMENTS

a lay member (often theChair of the Trust oranother Non-ExecutiveDirector)

This will normally be the Chairmanor a current Non-ExecutiveDirector, but if none of these isavailable a former Non-ExecutiveDirector from the Trust or one of itspredecessors will act as lay chair

an external professional

assessor, appointed after

The relevant Royal College or

Faculty will be asked for a


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consultation with therelevant college or Faculty

representative

the Chief Executive (or aBoard level Executive or

Associate Director)

This will be the Chief Executive ordelegated to another Trust Director

the medical or dentaldirector of the Trust (orperson who acts in asimilar capacity at thathospital) or the relevantdirector of public healthfor public health

appointments

This will be the Medical Director orone of the Divisional ClinicalDirectors. In exceptionalcircumstances this will be a ClinicalDirector of a different Directorate,with the agreement of the ChiefExecutive and Medical Director

a consultant from theTrust, who, if available,should be from therelevant specialty

This will usually be the ClinicalDirector of the relevant Directorate,or if not available, a Consultantfrom the specialty as their deputy

in the case ofappointments to postswhich have eitherteaching or researchcommitments or both, thecommittee must alsoinclude a professionalmember nominated afterconsultation with therelevant university

The University of Nottingham willbe invited to have a representativeon all NUH Consultantappointments

An AAC may not proceed if any core member (or their appointeddeputy) is not present.

Reports

All consultant appointments will be reported in full to the TrustBoard and to the Operational Management Executive.


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In addition, each Directorate should notify ICT of Consultantappointments, for inclusion in the Waiting Times Booklet sent to allGPs and Clinical Assessment Services.

Frequency of Meetings

As required


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DONATION COMMITTEE

TERMS OF REFERENCE

Constitution

The Board hereby resolves to establish a committee of the Boardto be known as the Donation Committee (The Committee). TheCommittee is a non-executive committee of the Board and has noexecutive powers, other than those specifically delegated in theseTerms of Reference.

Authority

The Donation Committee will have the authority to make andimplement decisions on donation policy and practice ensuring fullconsultation with clinical and management staff as integral to theimplementation process.

Purpose

To influence policy and practice in order to ensure that organdonation is considered in all appropriate situations.

To identify and resolve any obstacles to this.

To ensure that a discussion about donation features in allend of life care, wherever located and wherever appropriate,recognising and respecting the wishes of individuals.

To maximise the overall number of organs donated, throughbetter support to potential donors and their families

Objectives

To ensure the purpose is achieved, the Committee is responsiblefor the following:

To lead on donation policy and practice across the trust, toraise awareness, and to ensure that donation is acceptedand viewed as usual, not unusual.

To maximise organ donation.


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To ensure local policies and all operational aspects ofdonation are reviewed, developed and implemented in linewith current and future national guidelines and policies.

To monitor donation activity from all areas of the hospital -

primarily from Critical Care areas, including EmergencyMedicine. Rates of donor identification, referral, andapproach to the family and consent to donation will becollected through the UK Transplant Potential Donor Audit.

To ensure submission of the data to NHS Blood andTransplant on an agreed basis and to receive and analysecomparative data from other hospitals.

To report to the Medical Director not less than quarterly, andto the Board not less than six monthly, on comparative

donation activity and any remedial action required.

To participate in all relevant national audit processes toreview audit data on donation activity to monitor standards,test adherence to local policy and instigate any requiredactions.

To actively promote communication about donation activity toall appropriate areas of the hospital and to ensure that theinformation is received and understood.

To ensure a discussion about donation features in all end of

life care wherever appropriate and to ensure this is reflectedin the local end of life policies, procedures and pathways.

Membership

Lay (non employee) member (Chair)

Consultant surgeon or physician representing organtransplantation (Vice Chair)

Clinical Donation Champion

Donor Transplant Coordinator

Clinical Lead or senior nurse Intensive Care Unit

Clinical Lead or senior nurse Emergency Medicine

Consultant Neurosurgeon

Clinical lead or senior nurse for Paediatric Intensive CareUnit

Consultant Palliative Care or lead nurse for palliative care

Operating theatre representative - Senior nurse


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Ethics Committee representative

Chaplaincy (multi-faith) representative

Patient Group representative

Local donor family

Quorum

No meeting of the Committee shall commence unless it is quorate.The quorum of the Committee is as follows:

Consultant surgeon or physician representing organtransplantation (Vice Chair)

And Clinical Donation Champion

And

Donor Transplant Coordinatorand

At least one of the following:o Clinical Lead or senior nurse Intensive Care Unito Clinical Lead or senior nurse Emergency Medicineo Consultant Neurosurgeon

and

At least one of the following:o Ethics Committee representativeo Chaplaincy (multi-faith) representativeo Patient Group representativeo Local donor family

Deputies may attend any meeting, but they will not count towardsa quorum.

Frequency

The Committee shall meet quarterly.

Reporting

The minutes of Committee meetings shall be formally recorded bythe Committees secretary and reported to the Medical Director.The Medical Director shall report to the Board bi-annually on thework of the Committee.


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ETHICS OF CLINICAL PRACTICE COMMITTEE

TERMS OF REFERENCE

Constitution

The Board hereby resolves to establish an advisory committee ofthe Board to be known as the Ethics of Clinical Practice Committee(The committee). The committee has no executive powers. Itspurpose is to act as source of general advice and learning on theethical principles underlying decisions in healthcare and clinical

practice of the trust.

Membership

The membership of the committee shall comprise the following:

A non executive director of the Board (who shall bechairman)

A vice chairman (who shall generally be a clinician)

Four further lay members, (who shall not be employees ofthe trust) chosen for their professional and /or personalexpertise and experience

Four senior medical clinicians employed by the trust

Two senior nursing clinicians employed by the trust

Two allied health professionals employed by the trust

Two further employees of the trust, chosen for theirprofessional and /or personal expertise and experience, oneof whom shall be a member of the Directors Group.

Further individuals may be co-opted at the discretion of thecommittee chairman, acting on behalf of the Board.

Appointments to the membership of the committee shall bereviewed at least every three years.


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Quorum

No meeting of the committee shall commence unless it is quorate.The quorum is five substantive committee members, provided that

this includes at least:

The chairman, or the vice-chairman or one lay member (oneof whom shall act as chairman)

One other lay member

Two employees of the trust

Attendance

At the discretion of the committee chairman (or, in their absence,the person presiding), other individuals (whether trust employeesor otherwise) may be invited to individual meetings of thecommittee to give support or advice on individual matters underdiscussion. For the avoidance of doubt, such individuals willneither count towards the committees quorum, nor play a formalrole in any decisions made by it. The chairman (or other personpresiding) shall ensure that, under no circumstances will anypatient confidential information be shared with individuals who arenot employees of the trust.

Frequency

The committee shall meet as and when required, as agreed by thesubstantive committee chairman.

Secretary

The committee shall appoint a secretary, who will be responsible

for agreeing an agenda with the chairman, arranging for thedistribution of meeting papers, preparing timely minutes of eachmeeting and ensuring that any agreed follow up action is taken.

Authority

The committee is authorized by the Board to consider any activitywithin its terms of reference.


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Duties

The committee shall, on referral via the secretary or the chairman(including by referral from committee members) consider actual or

potential ethical issues arising for the care and/or treatment ofpotential, current, or former patients of the trust. For example (nonexhaustive), such issues may arise in:

the implementation of policies for patient treatment and care

new initiatives and/or policies and procedures for patienttreatment and care

the implications of legal decisions affecting patient treatmentand care

dilemmas arising from the treatment and care for patients.

Members of the committee may from time to time, support the trustby participating in the teaching of ethical issues within the trust.

The committee shall not provide advice on the management ofindividual cases, except where a general discussion of the ethicalissues involved clarifies the problem for the responsible clinician.

For the avoidance of doubt, the committee will not have any role inproviding ethical approval for research projects (this being theresponsibility of another body).

Reporting

The chairman shall ensure that minutes of each meeting areproduced in a timely manner. The unratified minutes (which havebeen approved in draft form by the chairman or the person

presiding at the relevant meeting) shall be submitted, forinformation, to the Audit Committee, the Directors Group and RiskManagement Committee. The unratified minutes shall also besubmitted to the next meeting of the committee for formalapproval.

The chairman shall also ensure that an annual report of thecommittees work is prepared and submitted to the Board.


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The chairman shall ensure that neither the minutes nor the annualreport shall contain any information which could constitute(whether directly or indirectly) any breach of patient confidentiality.

In the event that it is necessary to raise any matters of urgency,outside the usual reporting arrangements, the committee chairman(or, in their absence, the person presiding) shall contact themedical director or the trust secretary accordingly.

Remuneration

Substantive members of the committee, who are neither nonexecutive directors nor employees of the trust, shall receivereimbursement of reasonable travelling expenses at the ratecurrently applicable to non-executive directors.

Indemnity

The Board has adopted the following (NHS standard) indemnitystatement concerning the activities of non executive directors:

A chairman or non-executive member or director who has actedhonestly and in good faith will not have to meet out of his or herown personal resources any personal civil liability which is incurredin the execution or purported execution of his or her boardfunction, save where the person has acted recklessly.

National guidance states that this indemnity may be extended tolay members of those committees which have delegated powers tomake decisions or take actions on behalf of NHS boards.

In respect of the activities of this committee, the Boardacknowledges that the committee does not have any delegatedexecutive powers. However, in so far as the committee and itsmembers conduct itself / themselves within these terms ofreference, the Board agrees that this indemnity should also beextended to those substantive members of the committee who arenot employees of the trust.


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NOTTINGHAM UNIVERSITY HOSPITALS NHS TRUST

QUALITY, RISK AND SAFETY COMMITTEE

TERMS OF REFERENCE

Authorization

The Board has agreed to establish a committee of the Board to beknown as the Quality, Risk and Safety Committee.

Remit

In respect of the quality, risk and safety agenda, the committeewill, on behalf of the Board:

define the strategy for quality and safety and supportingperformance indicators including scrutiny and assessment ofassurance in relation to:

the discharging of the Trusts statutory duties

achievement of other relevant metrics and theirtrajectories

relevant business and action plans, prior to approval bythe Board

the risks identified for hospital services and patientcare

the Annual Quality Account prior to approval by theBoard

performance against CQC standards, NHSLAstandards and relevant aspects of ALE


monitor and seek assurance on the Trusts obligations for thequality and safety of patient care, in appropriate detail, withparticular regard to:

the achievement of its statutory registration obligations

(quarterly)


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the relevant aspects of the BAF (quarterly)

Internal Audit reports and assurances (monthly)

the implementation of the Trusts Risk ManagementPolicy (Bi-annually)

the formal review and approval of all risks scoring 20 orabove on the trust agreed Risk Assessment Tool(when necessary)

the formal monitoring of assurance in relation todelivery of agreed actions plans to mitigate all riskscontained within the trusts Significant Risk Register(monthly)

the delivery of its Terms of Reference and supportingwork plan (bi-annually)

the achievement of its statutory obligations relating tosafeguarding children and young people andvulnerable adults, health and safety, decontamination,fire safety and emergency planning. (quarterly on arolling programme)

infection prevention and control, including health careassociated infections (monthly as part of quality andsafety report)

untoward incidents, including those deemed serious

(monthly as part of quality and safety report) patient experience and feedback (monthly)

research governance (Bi-annually)

the delivery of all sub-committee work plans (monthlythrough the monthly exception reports)

the ongoing review of all quality, risk and safety relatedpolicies (quarterly)

any other matters, as directed by the Board (asrequired)

The monitoring frequencies defined above will be incorporated intothe QRSC annual work plan (approved annually by the Board)

In order to undertake its responsibilities, the committee shallreceive such reports as it thinks fit, including (but not limited to):


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A monthly quality and safety report which sets outperformance against the key metrics identified. This reportshall be presented by the Medical Director.

A monthly complaints and compliments report whichanalyses and reports the feedback received from patientsand their families and carers. This report shall be presentedby the Director of Nursing. Midwifery and ServiceImprovement.

Annual reports for the key statutory and policy obligations (tobe presented by the relevant responsible officer inaccordance with the QRSC work plan).

Summary reports of the findings and recommendations ofserious incident inquiry panels and action plans.(Monthly)

Monthly summary reports and formal minutes from eachQRSC Sub-Committee meeting

Quarterly reviews of each sub-committee work plan tomonitor delivery

Relationship to the Trusts Management Structure

Nothing in these terms of reference shall preclude

Discussion by the Board, at its regular monthly meeting, ofany matters which it determines is necessary to demonstratethat it is discharging its responsibility for quality and safety.

The respective, substantive, roles of other committees, as

agreed by the Board.

Discussion at regular operational meetings of the Trust (forexample, but not limited to, the Directors Group or itscommittees) of any matters which the Chief Executive or hissenior officers deem are necessary to ensure delivery of theTrusts priorities.


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Membership

The Trust Chairman (who shall chair)Two other Non Executive Directors

Chief ExecutiveDirector of Finance and ProcurementMedical DirectorDirector of Nursing, Midwifery and Service ImprovementDirector of Human Resources

In Attendance

Chief Executives Team members (who are not ExecutiveDirectors)Clinical DirectorsPathway LeadsChairs of the following sub-committees of the Quality, Risk andSafety Committee (if not already included above):

The Clinical Risk Committee (CRC),

The Clinical Effectiveness Committee (CEC)

The Organisational Risk and Patient Partnership Committee(ORPPC)

The Trust Information Governance Committee (TIGC)

The Trust Health & Safety Committee (THSC)

The Infection Control Operational Group (ICOG)

Deputy Director of Infection Control and Patient SafetyOther officers as may be required, as and when, for individualmeetingsMonitoring Attendance

For the purposes of monitoring attendance, only named attendeeswill be counted. Deputies may attend the meeting but the will notbe counted as part of the formal attendance. It is expected thatnamed attendees will attend a minimum of 80% of all scheduledmeetings. See Appendix 1.


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the Quality, Risk and Safety committee. All sub-committee workplans will be formally reviewed quarterly and signed off by thequality, risk and safety committee at least annually.

Reporting to the Board

The chairman of the Quality, Risk and Safety committee shallprovide monthly verbal feedback on the committees activities ateach Board meeting which will be recorded in the Board minutes.Minutes from each Quality, Risk and Safety committee meeting willbe circulated in the papers for each Board meeting.

The Quality, Risk and Safety Committee shall produce an annual

report on its activities which it will submit to the Board in May, witha six monthly update report which will be submitted to the Board inNovember each year.

Monitoring of Delivery

The Board will, at least annually, formally review performanceagainst the duties contained within these terms of reference inorder to assure itself of the effectiveness of the committee.


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Appendix 1

Membership May 2010 March 2011

P. Barrett Non Executive Director (Chair)J. Tabreham Non Executive Director (Vice Chair)I. Hall Non Executive DirectorP. Homa Chief Executive / Chair of ICOGG. Nolan Acting Director of Finance and ProcurementS. Fowlie Medical DirectorJ. Leggott Director of Nursing, Midwifery and ServiceImprovementD. Mortimer Director of Human Resources

In Attendance

M. ODaly Trust SecretaryP. Wozencroft Associate Director of StrategyC. Lovatt Director of Communications & Engagement

A. Fearn Director of ICT Services, SIRO & Chair of TIGCJ. Simpson Director of Estates & Facilities ManagementJ. Worrall Chief Operating Officer

J. Evans Clinical DirectorJ. Skoyles Clinical DirectorK. Girling Clinical DirectorN. Sturrock Clinical DirectorS. Ryder Clinical Director

A. Zaman Clinical DirectorJ. Lemberger Clinical Director (until Aug 2010)N. Welch Clinical Director

A. Brooks Pathway Lead ClinicianR. Morris Pathway Lead ClinicianE. Marder Pathway Lead ClinicianJ. Birchall Pathway Lead Clinician

A. Haynes Pathway LeadClinician

M. Reid Deputy Medical Director, Chair of CRCN. Beasley Deputy Medical Director, Chair of CEC


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K. Kirkwood Associate Director of Assurance (QRSCSecretary) & Chair of ORPPC

N. Mart Head of Organisational Quality, Risk and Safety,Chair of THSC

L. Abolins Deputy Director of Infection Prevention Controland Patient Safety


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Appendix 1

Equality Impact Assessment Report

1. Name of Policy or ServiceCorporate Governance Framework Chapter 7

2. Responsible ManagerMike ODaly

3. Name of person Completing EIAMike ODaly

4. Date EIA Completed10 August 2010

5. Description and Aims of Policy/Service (including relevanceto equalities)This document provides the terms of reference of thecommittees of the Board.

6. Brief Summary of Research and Relevant DataThere is no research or relevant data at the present time.

7. Methods and Outcome of ConsultationConsultations have been carried out with the following:

(This document codifies decisions made by the Board up toand including 5 August 2010)Directors Group

Audit Committee

8. Results of Initial Screening or Full Equality Impact

Assessment:

Equality Group Assessment of Impact

Age None

Gender None

Race None

Sexual Orientation None

Religion or belief None

Disability None

Dignity and Human None


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Rights

Working Patterns None

Social Deprivation None

9. Decisions and/or Recommendations (including supportingrationale)

From the information contained in the policy, it my decisionthat a full assessment is not required at the present time.

10. Equality Action Plan (if required)

N/A

11. Monitoring and Review Arrangements (including date of nextfull review)

This policy and EIA be reviewed two months before the inceptionof the NUH foundation trust status, or September 2011, whichevercomes first.


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Appendix 2

We Are Here For You Mission Statement:

This Trust is committed to providing the highest quality of care toour patients, so we can pledge to them that we are here for you.This Trust supports a patient centred culture of continuousimprovement delivered by our staff. The Trust established theValues and Behaviours programme to enable NottinghamUniversity Hospitals to continue to improve patient safety,outcomes and experiences. The set of twelve agreed values andbehaviours explicitly describe to employees the required way ofworking and behaving, both to patients and each other, whichwould enable patients to have clear expectations as to theirexperience of our services.


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Appendix 3

EMPLOYEE RECORD OF HAVING READ THE POLICY

Title of Policy/Procedure:

BOARD COMMITTEES AND TERMS OF REFERENCE

I have read and understand the principles contained in the namedpolicy.

PRINT FULL NAME SIGNATURE DATE

Documents

Board Committees and TOR QPS Committee