Governance

The Trustees, who are also the directors under Company law, maintain an on-going review of governance with reference to guidance from the Charity Commission, the Fundraising Regulator and the Charity Governance Code. KSS had a Board of eight Trustees serving during this financial period who meet quarterly and are responsible for the strategic direction and policy of KSS.

Trustee appointment

KSS is committed to an open, transparent and fair appointment process for applicants. A Board skills audit is undertaken annually and Trustee vacancies to fulfil the specific skills needed are widely publicised. Candidates are selected based upon the relevance of their skills and experience and their enthusiasm for serving as a KSS Trustee.

The appointment of new Trustees follows a nomination process involving a Nominations SubCommittee comprising the Chair, the relevant Sub-Committee Chair, the CEO and one or two other Trustees. The process is as follows:

• Applicants are required to submit a CV and attend an informal meeting at one of our bases to allow the individual to gain a real sense of KSS and our work, to determine whether they wish to proceed with their application • Selected candidates proceed to a formal interview with the Nominations Committee, which makes its recommendations to the Board • The Board considers recommendations and makes a decision based on a majority vote.

Declaration of interest

Trustees have a legal obligation to act in the best interests of the charity and in accordance with the charity’s governing documents. KSS ensures a register of Trustees' interests is maintained and updated. This requires Trustees to declare their current, and previous employment in which they have a financial interest, any appointments including other trusteeships or directorships, significant investments or shareholdings and any notable gifts or hospitality received in relation to KSS. They are also asked to declare any conflicts of interest both on this register and at the beginning of each Board meeting.

All Trustees give of their time freely and no Trustees received remuneration in this year. Details of Trustees’ expenses and related party transactions are disclosed in note 16 to the accounts.

Board meetings

Our Board of Trustees meets four times per year and is responsible for providing governance for, and leadership to, KSS. The CEO and Senior Leadership Team attend all Board meetings.

Scheme of delegation

Our Scheme of Delegation, which was reviewed and updated by the Board in June 2021, sets out the extent to which the Board has delegated responsibilities to its Committees and to the CEO, and which decisions are reserved for the Board. The Scheme of Delegation empowers and enables timely and effective action by staff working in partnership for the benefit of KSS and its patients. It ensures an appropriate level of delegation from the Board of Trustees so that there is effective input into decision-making. It also ensures that Trustees can fulfil their legal and constitutional duties through levers which enable them to delegate, monitor and if necessary, withdraw the delegated authority if it is considered in the interests of the charity and its service users.

Our decision-making structure - our Committees

KSS operates an effective Committee structure which reflects our strategic approach and key areas of activities, and which allows for effective governance. All Trustees are required to be a member of at least one Committee which meet quarterly, in advance of our Board meetings.

Our Committees are outlined in the table below alongside the Trustees who attend these committees. Each of the Committees work to a Terms of Reference approved by the Board.

Audit and Risk Sub-Committee

Clinical Governance & Service Delivery Advisory Committee

Income Generation, Marketing and Communications Advisory Committee

Purpose is to support the Board in executing its responsibilities around risk management, internal controls, governance and compliance, coordinating financial scrutiny and oversight of all KSS funds, budgets and financial performance. Purpose is to provide oversight to the Board of Trustees in relation to Clinical Governance and Service Delivery. The committee supports the Service Delivery Team in developing and delivering strategies and plans and makes recommendations to the Board on behalf of its members. The Committee also maintains financial oversight of relevant budgets. Prof. A Rhodes (Chair) Dr H A Bowcock OBE DL

Purpose is to provide oversight to the Board of Trustees in relation to the charity’s Income Generation, Marketing and Communications strategies and plans. The Committee supports the Income Generation and Marketing and Communications Teams in developing and delivering strategies and makes recommendations to the Board on behalf of its members. The Committee also maintains financial oversight of all Income Generation, Marketing and Communications budgets. M J Docherty (Chair) A M Farrant P J Barrett MBE

AAPL Board KSS’ trading company. D H B Burgess (Chair) T S N Oakes P D Stewart

M Boutcher (Chair) D Mantz L D Harris A D Welch A M Farrant P J Barrett MBE