APPENDIX C
TERMS OF REFERENCE OF TRUST BOARD COMMITTEES
The Staff Appeals Committee
Members
The Committee will comprise a Chairman and at least two other Non-executive Directors who as at I December 2004 are:
Mr D Quayle
Mr I Davies
Mr R Burrows
Mrs R Blacklock
In attendance
The Director of Human Resources or deputy will act as Secretary to the Committee.
Purpose
1.The Committee has the power to act on behalf of the Trust Board.
2.The Committee will undertake the following duties:
- To hear appeals by staff on issues arising from the Trust Disciplinary Procedure, Grievance Procedure or at the request of the Chairman, to consider matters raised by staff through the Trust’s Raising Concerns Policy.
b.To follow and act within the policies and procedures of the Trust in regard to the matters above, and to comply with employment law in decisions reached, taking appropriate legal or professional advice as required.
c.To uphold decisions made at previous levels of hearing of the procedures referred to above, or formally to find against these decisions.
d.In the case of finding against decisions reached at previous levels of the procedures, to instruct the Chief Executive on how the Committee wishes the matters to be resolved.
e.To communicate formally the decisions of the Committee on each occasion to all relevant parties.
f.To carry out such other tasks as may be required of it by the Trust Board.
Meetings
These will take place as and when necessary. The Secretary will make arrangements.
Reporting
Reports from this Committee will be made in confidence to the Chairman of the Trust Board on the outcome of each hearing. Additionally a general report will be given to the Trust Board annually, without detailing individual cases and names.
The Audit Committee
Members
The Committee will only comprise Non-executive Directors who as at 1 February 2002 are:
Mr D QuayleChairman
Mr I Davies
Mr R Burrows
The Chairman of the Committee shall be appointed by the Trust Board.
In attendance
The Chief Executive and the Director of Finance will normally be in attendance but at least once a year the Committee will meet privately with the External and Internal Auditors.
The Trust Board Secretary will act as Secretary to the Committee.
Quorum
A quorum consists of a Chairman and at least 1 Non-executive Director.
Purpose
1.The Committee has the power to act on behalf of the Trust Board.
2.The Committee will provide the Trust Board with a means of independent and objective review of financial and operational systems, and compliance with law, guidance and codes of conduct.
3.The Committee will undertake the following duties:
a.reviewing the internal audit strategy and plan.
b.receiving a report at each meeting from the Chief Internal Auditor on audit reports completed and management's response. Unless there are significant issues this will not normally include full copies of audit reports, but these will be available to any member on request.
c.reviewing the annual report of the Chief Internal Auditor before presentation to the Trust Board.
d.discussing the external audit plan with the External Auditor before the audit commences and the extent of the reliance to be placed on internal audit.
e.discussing with the External Auditor problems and reservations arising from his work and any matters the External Auditor may wish to raise (in the absence of the Chairman of the Trust other Non-executive and Executive Directors as the Committee may deem necessary).
f.reviewing the External Auditor's annual audit letter and management's response.
g.considering the appointment of the external auditor or his appointee, the fee, and
any question of resignation or dismissal
h.reviewing the annual financial statements before submission to the Board, focusing in particular on:
-any changes in accounting policies and practices
-major judgmental areas
-significant adjustments arising from the audit
-the going concern basis
-compliance with accounting standards
-compliance with NHS guidelines and limits.
i.considering the contents of any report issued by the External Auditor under the legislation, and reviewing management's proposed response, before presentation to the Board for agreement.
j.considering the contents of any report involving the Trust issued by the Public Accounts Committee or the Comptroller and Auditor General and reviewing management's proposed response before presentation to the Trust Board for agreement.
k.reviewing the scope of internal control arrangements while recognising that the responsibility for such control remains an executive one.
4.The Committee will also be responsible for the following:
a.reviewing proposed changes to Standing Orders and Standing Financial Instructions.
b.examining the circumstances associated with each occasion when Standing Orders are formally waived.
c.reviewing schedules of losses and compensations and making recommendations to the Trust Board.
d.approving accounting policies.
e.monitoring the implementation of policy on standards of business conduct for members and staff, thus offering assurance to the Trust Board of probity in the conduct of business.
f.referring all appropriate matters to other sub-committees of the Trust Board.
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 by the Committee.
The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience or expertise.
Meetings
Meetings will take place at least four times per year at SalisburyDistrictHospital. Arrangements will be made by the Board Secretariat.
Reporting
Agendas and briefing papers should be prepared and circulated in sufficient time for members to give them due consideration. Minutes of meetings should be formally recorded and submitted to the trust board for its next meeting.
Senior Medical Appointments Advisory Committee
Members
The Committee will comprise the following membership:
Core Membership
The Trust Chairman (or nominated non-Executive Director Deputising) will chair the Committee.
The Chief Executive (or nominated Executive Director deputising).
The Medical Director (or nominated Clinical Director deputising).
An External Assessor from the relevant college or faculty.
The Head of Service of the recruiting Speciality.
A professional member nominated after consultation with the relevant university. (Where the post has a teaching or research commitment or both).
Additional Members
Additional members thought necessary to ensure an appropriate appointment will be appointed by the Chairman in consultation with the Chief Executive and the Medical Director.
In attendance
The Medical Staffing Officer will act as Clerk to the Committee. A Senior Personnel Specialist will be available to the Committee for advice if required.
Quorum
A Quorum consists of the Core Membership.
Purpose and Duties
1.The Committee will interview short-listed candidates and recommend to the Trust Board a preferred candidate or candidates for appointment.
2.Members of the Committee who are also Trust Board members or who are deputising for them will decide on behalf of the Trust Boardwhether or not to appoint from the candidates recommended. For this purpose they will withdraw from the Committee once the name or names of candidates recommended for appointment are determined.
3.The Committee will itself comply with the requirements of HSG (96) 24,
including the Good Practice Guidance, and will act on behalf of the Trust to ensure that the entire recruitment and selection process adopted in each appointment has compliedappropriately with these regulations.
Reporting
The Chairman (or nominated deputy) will prepare a report of each appointment for presentation at the next Trust Board meeting.
Remuneration Committee
Members
The Committee will comprise the Trust Chairman and five appointed Non-executive Directors who at 1 December 2004 are:
Mr D QuayleActing Chairman
Mr I Davies
Mr R Burrows
Mrs R Blacklock
In attendance
Chief Executive
Director of Human Resources, who will act as Secretary to the Committee.
Quorum
A quorum will consist of the Chairman plus two out of the five appointed Non-Executive Directors.
Purpose
1The Committee has the power to act on behalf of the Board in accordance with the Trust's Reward Strategy
2The Committee's tasks include the following:-
aTo determine the Trust's policy on the remuneration of Executive
Directors and Professional and Managerial Staff
bTo determine the individual reward packages of Executive Directors,
and to approve any changes proposed to the position of individual
Directors within their package boundaries
cTo scrutinise and approve any proposed payment in respect of termination payments to Executive Directors, paying due regard to current national guidance
dTo determine and approve performance related pay systems for Executive Directors and Professional and Managerial Staff
eTo determine the overall financial limits each year available for the award of performance related pay, both recurring and non-recurring, to Professional and Managerial Staff
fTo approve the recurring elements of the performance related pay of all Executive Directors and the non-recurring element of performance related pay of the Chief Executive
gTo receive reports of the non-recurring elements of performance related pay awarded to Executive Directors by the Chief Executive
hTo determine the level of any annual pay uplift to be applied to Professional and Managerial pay scales within the Trust.
iThe compilation of reports to the Board on specific topics, an annual report to the Board, and information to be contained in the annual report (specified below)
Meetings
Meetings will be held as necessary, at least three per year. The three meetings will normally be in March, in late June or early July, and in the autumn.
Advice
The Committee will receive internal advice from the Chief Executive and the Director of Human Resources. Independent external expert advice will be available to the Committee from a representative of NHS(P) who will attend the March meeting of the Committee and other meetings, as requested.
Members of the Committee may seek advice from other sources, either internally or externally, at their discretion.
Reporting
All minutes and reports from the Remuneration Committee will be received by the Trust Board. Decisions regarding the remuneration of individuals will be reported to the individual concerned and other Non-Executive Directors only. A full version of minutes and reports, including information on individual reward decisions, will be held by the Trust Board Secretary.
From the June/July meeting of the Committee an annual report to the Board will be produced, to be tabled at the July or August Board meeting.
The Committee will produce a passage for inclusion in the annual report, which sets out the Trust's policy on Executive Directors' remuneration.
Discretionary Points Committee
Members
The Discretionary Points Committee (DPC) will comprise the following membership:
A Non-Executive Director (Mr. R Burrows) Chairman
The Chief Executive
The Medical Director (or deputising Clinical Director)
The Clinical Tutor
The Chairman of the Medical Staff Committee (MSC)
Three Consultants (appointed by the Medical Staff Committee (MSC))
No Consultant serving on the Discretionary Points Committee will be eligible for the award of points in the year he/she is serving. If the Chairman of the MSC is unable to serve, the immediate past chair can be substituted. If the immediate past Chair is unable to serve, the Chairman of the MSC will nominate another Consultant to serve as a representative on the DPC in his/her place.
In attendance
The Director of Human Resources, who will act as Secretary to the Committee.
Quorum
A quorum will consist of the Chairman, two out of the five staff representatives and either the Chief Executive or the Medical Director.
Purpose and Duties
The Discretionary Points Committee will implement the Trust’s agreed procedure for the award of discretionary points in each calendar year. It will undertake the following specific duties:
- On the completion of each awarding round, the Discretionary Points Committee will meet with the nominated representative(s) of the Medical Staff Committee and review the round just completed to seek reassurance that the Discretionary Points Committee continues to command the confidence of the Consultant body. The Medical Staff Committee will be invited to confirm its nominated members.
- The Discretionary Points Committee will invite all eligible Consultants to submit applications for the award of discretionary points in each awarding year.
- The Discretionary Points Committee will invite College or Faculty Advisors to comment on Trust Consultants eligible for the award of points if they so wish.
- Subject to the prior approval of the applicant, the Discretionary Points Committee will seek appropriate professional advice from external or internal bodies or individuals as necessary to assist in its deliberations.
- The Discretionary Points Committee in full session will consider all applications received, and determine the number and distribution of discretionary points that should be recommended to the Trust Board for its approval.
Meetings
Meetings will be held as required, and will be arranged by the Secretary.
Reporting
The Chairman of the Discretionary Points Committee will prepare a report for the Trust Board detailing the recommendations of the Committee for approval, and commenting on the procedure used by the Committee in conducting the award round.
The Chairman of the Discretionary Points Committee will ensure appropriate publication of awards made to the individuals in receipt of awards and to the Consultant body in general.
The Secretary will make a record of proceedings which may be referred to by members of the Trust Board in cases of appeals being lodged, or where particular decisions are in question. Otherwise the proceedings of the Discretionary Points Committee will be confidential to the membership.
Clinical Governance Committee
Members
The Clinical Governance Committee will comprise the following members as at 1 December 2004:
A Non-executive Director
A Non-executive Director (Mr D Quayle)Acting Chairman
The Chief Executive (Mr F Harsent)
Director of Nursing (Ms T Nutter)
Medical Director (Mr A Flowerdew)
Director of Human Resources (Mr A Denton)
Clinical Governance Manager (MrsMo Neville)
Lead Clinician for Clinical Risk (Dr R Scott)
Director of Medical Education (Dr H Parry)
Lead for Nurse Education (Mrs M Mallik)
Clinical Governance Lead for SW PCT (Mrs S Goodings/Dr P Jenkins)
Patient Advisory Liaison Service Manager (Mrs M Cherry)
Representative of Patients’ Interests (Mr E Parry)
Terms of Reference
Purpose
To assure the Trust Board and the Chief Executive that high standards of care are provided throughout the Trust.
Key Objectives
To ensure the Trust follows the key principles of Clinical Governance it should:
- Ensure focus of Clinical Governance is always on the patient/user, in particular ensuring that patients/users are fully informed and involved in their care.
- Assure the delivery of high quality standards of care by the Trust through adherence to externally set standards and production of, and adherence to, agreed internal standards.
Including:
2.1Commission the setting of standards by the Trust Board (e.g. in Trust policies), the Joint Board of Directors (e.g. in service developments, procedures), the Clinical Management Board and its sub-committees and the Directorate for Clinical Effectiveness
2.2Review all relevant policies, procedures etc. produced within the Trust to ensure quality standards have been incorporated and that a mechanism exists for the standards to be monitored
2.3Ensure the Trust incorporates recommendations of external e.g.NCEPOD and internal e.g. adverse incident reports into practice and has mechanisms to monitor their delivery
2.4 Review all job descriptions to ensure they incorporate responsibilities and accountability for Clinical Governance issues where appropriate
- Monitor all aspects of Clinical Governance activity throughout the Trust, including the delivery of standards through:
3.1quarterly and ad hoc reports from the Directorate for Clinical Effectiveness
3.2quarterly and ad hoc reports from the Clinical Management Board and its sub-committees
3.3quarterly reports from the Clinical Education and Workforce Development Committee
3.4annual Clinical Governance reports from the Clinical Directorates including progress against baseline assessments.
- Where practice is poor ensure appropriate action is taken.
- Where practice is of high quality ensure that practice is recognised and propagated across the Trust.
- Ensure risk to patients and users is minimised through application of a comprehensive clinical risk management system.
- Ensure that quality of care is continuously improved.
- Foster Clinical Governance links with Primary care and other stakeholders.
- Review the Clinical Governance Strategy and the processes for its implementation annually.
Reporting
The Clinical Governance Committee will provide an annual report and exception reports, to the Trust Board.
The Charitable trustees
Members
The Trustees will comprise the members of the Trust Board acting in their capacity as trustees rather than as a sub-committee of the Board. The Trustees who as at 1 December 2004 are:
Non-executive Directors
Mr D Quayle Acting Chairman
Mr R Burrows
Mrs R Blacklock
Mr I Davies
Executive directors
Mr M Cassells
Mr F Harsent
Mr P Hill / Mr A Denton
Ms T Nutter
Mr A Flowerdew
In attendance
A member of the Finance Department who will act as Secretary to the Committee
The Director of Fundraising
A representative of South Wiltshire Primary Care Trust
Quorum
A quorum consists of the Chairman and at least 2 executive and 2 non-executive members.
Purpose
1.The Trustees manage the Charitable Funds of Salisbury Health Care Charitable Fund.
2.The Trustees will undertake the following duties:
a.To ensure that the duties of trustees of Salisbury Health Care NHS Trust’s Charitable Funds are complied with in respect of the Charities, NHS and Trustee Acts (including the Annual Accounts and Annual Report).