CKWCB-12-185d_Appx_3_-_Draft_Cluster_Governance_Terms_of_Reference_-_closedown

Appendix 3

Terms of Reference

Cluster Governance Committee

Version:

1.5

Committee Approved by:

Calderdale, Kirklees and Wakefield District Cluster Board

Cluster Board Date Approved:

27 September 2012

(tbc)

Responsible Director:

Director of Corporate Development and Transition

Date issued:

Tbc

1

Version Control Sheet

Document Title: Cluster Governance Committee Terms of Reference Current Status: 1.1 Board and Governance Committee approved

The table below logs the history of the steps in development of the document.

Version

Date

Author

Status

Comment

1

25 October 2011

Andrea McCourt Head of Corporate Governance

FINAL

Minor revisions following approval at 4 October C,K,W Cluster Board meeting

1.1

3 November 2011

Head of Corporate Governance

FINAL

Amendments following 31 December 2011 Governance Committee

1.2

6 June 2012

Alison Fearnley Corporate Governance Administrator

FINAL

Amended membership following Board Approval 6 June 2012.

1.3

10 August 2012

Director of Corporate Development and Transition / Head of Corporate Governance

Draft

Amended for changing role of Committee as part of closedown

1.4

4 September 2012

Director of Corporate Development and Transition

Draft

Amendments following discussion of draft 1.3 with Non Executive Directors.

1.5

18 September 2012

Head of Corporate Governance

Draft

Draft amendments re: section 3 conduct of business

Performance Indicators Annual Report to Cluster Board

2

CLUSTER GOVERNANCE COMMITTEE Terms of Reference 1 Introduction The Governance Committee terms of reference were amended at the Board meeting on 12 June 2012 to reflect a revised membership due to changes in the Cluster Executive Team in late May and to support emerging clinical commissioning groups within the cluster.

Following a review of the role of the Governance Committee in August 2012, involving Non Executive Directors, a revised terms of reference has been developed.

The Governance Committee shall ensure the safe handover of PCT responsibilities during the transition period to March 2013 (in line with the Health and Social Care Act 2012) and ensure that scrutiny and accountability arrangements are in place and working effectively across the three PCTs for NHS Calderdale, Kirklees and Wakefield District Cluster (NHS C,K,W).

NHS C,K,W needs to maintain an effective system of governance, risk management and internal control across all activities up to 31 March 2013 to meet its statutory responsibilities.

The Governance Committee has a key role in ensuring that the governance arrangements supporting transition within the new commissioning infrastructure is robust, particularly in relation to transfers of public health, estates, primary care, prison services, closedown of the PCT statutory bodies, and the establishment of clinical commissioning groups and a commissioning support service.

Fluidity in approach is needed as there are four clinical commissioning groups within the cluster, with an increasing amount of responsibility devolved to CCGs once authorised, but not beyond the authority designated to CCGs by the Cluster Board. From the point of authorisation, the Clinical Commissioning Executive Committees (CCE) will become the shadow Board for the Clinical Commissioning Groups (CCGs).

Clinical Commissioning Groups (CCGs) should have in place appropriate governance and risk management arrangements and take account of the key risks that could impact on delivery on any of the areas for which it is accountable. The governance structure within each CCG should ensure that those committees / groups with responsibility for risk management and the 3

management of safety and quality issues identify this within the terms of reference.

The Clinical Commissioning Executive(s) (CCE) for each CCG has in place an established sub group structure supporting its work with emerging clinical commissioning groups. These sub-groups will consider quality and safety, finance and performance, audit and governance for the local area and report on this to the CCE. The Board is kept informed of the work of the CCG via CCE minutes and Designate Chief Officer reports to the NHS C,K,W Board.

Constitution The Calderdale, Kirklees, Wakefield District Cluster Board (C,K,W Cluster Board) hereby resolves to establish a committee of the Board to be known as the Governance Committee (the Committee). The Committee is a nonexecutive committee of the C,K,W Cluster Board and has no executive powers, other than those specifically delegated in these terms of reference.

2

Membership The membership of the Governance Committee is as follows; •

3 Cluster Non Executive Directors (NEDs)

In attendance: • • • •

Director of Corporate Development and Transition Executive Director of Quality (Executive Nurse) Head of Corporate Governance Assistant Director, Transition

The Chief Executive, other Executive Directors and officers shall be invited to attend for discussions when the Committee is discussing areas that are the responsibility of that Director.

A list of members is attached at Appendix 1.

2.1

Appointments Appointments to the Cluster Governance Committee will be approved by the C,K,W Cluster Board.

2.2

Chairmanship The Chair of the Committee will be a Cluster Non Executive Director and be appointed by the C,K,W Board.

3

Arrangements for the Conduct of Business The Chair together with the Cluster Governance lead will be responsible for setting the agenda in consultation with other Committee members. The 4

agenda minutes and papers will be circulated at least five working days prior to the meeting, other than in exceptional circumstances.

3.1

Chairing the meetings The meeting will be chaired by the Chair as appointed in section 2. In extraordinary circumstances where the Chair cannot attend, the Chair will nominate a further member of the Committee to chair the meeting.

3.2

Quorum A quorum shall be two members of the Committee.

If a member is unable to attend a meeting a nominated Non Executive Director should attend on their behalf.

3.3

Frequency of meetings Meetings of the Cluster Governance Committee will be held monthly. The Chair may request additional meetings to address specific items.

3.4

Frequency of attendance by members Members are expected to attend all meetings, however, as a minimum, they should attend at least two thirds of all meetings.

3.5

Declaration of Interests If any member has an interest, pecuniary or otherwise, in any matter and is present at the meeting at which the matter is under discussion, he/she will declare that interest as early as possible and shall not participate in the discussions. The Chair will have the power to request that member to withdraw until the Cluster Governance Committee members’ consideration has been completed.

All declarations of interest will be minuted.

3.6

Urgent matters arising between meetings The Chair of the Cluster Governance Committee and another NED member, in consultation, may also act on urgent matters arising between meetings of the Committee.

3.7

Secretariat support Secretariat support for the Cluster Governance Committee will be provided.

Duties will include: • • •

sending out agendas and supporting papers to Committee members at least five working days before the meeting ensuring that minutes are taken keeping a record of matters arising and issues to be carried forward 5

4

Authority The Committee is authorised by the C,K,W Cluster 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 made by the Committee.

5

Role and Duties

5.1

Role The over-arching purpose of the C,K,W Cluster Governance Committee is to provide scrutiny and assurance on the process of transition within the new commissioning architecture, including handover and closure, ensuring appropriate transition programme structures and governance arrangements are in place and progress is made towards key milestones.

The Governance Committee will continue to provide assurance to C,K,W Cluster Board members on key governance issues and the risks associated with them across the cluster.

5.2

Duties The duties of the Committee can be categorised as follows: Risk Management •

To review all significant risks to the cluster’s objectives via update and review of the risks on the Cluster Board’s Assurance Framework and seek assurance about the effective management of these risks

•

To oversee that key assurance and risk systems and processes are in place in order that: -

•

each of the three member PCTs are compliant with their statutory requirements until March 2013 (including closure of the annual accounts process) there is oversight of transition and closedown for the cluster transition and close down risks (high level) are identified and effectively managed sound internal control arrangements are in place, with reports on these to the Audit Committee and C,K,W Cluster Board.

To ensure arrangements are in place to alert the Board to critical risks with a risk score of 20 or more – appendix 2 identifies where risks are currently being managed across the cluster

6

Patient Safety / Quality •

Clinical Commissioning Groups have Patient Safety / Quality sub groups and Audit and Governance Groups in place which report to their Clinical Commissioning Executive Committees on patient safety and quality issues, such as safeguarding and serious incidents. Appendix 2 shows which aspects of patient safety / quality the CCGs are managing.

•

Where there are any critical risks arising from patient safety / quality groups then CCGs need to ensure that these are highlighted to the Governance Committee via the Cluster Executive Director of Quality (Executive Nurse).

•

Receive minutes of the Performance Advisory Group relating to performance issues of those on the performers lists

•

Identify any issues with the safe handover of patient safety / quality issues from PCTs within the new NHS architecture

•

To ensure the cluster and each member PCT produces and submits a quality legacy document to retain corporate memory on quality and risk as part of transition.

Governance •

To provide assurance on the process of transition within the new commissioning architecture, including handover and closure, ensuring appropriate transition programme structures and governance arrangements are in place and progress is made towards key milestones for the smooth and effective movement of employees to receiver organisations. This includes: -

Clinical Commissioning Groups and handover of statutory functions to the four CCGs within the three PCT areas in the cluster, in line with the Health and Social Care Act 2012

-

overseeing and assuring the process of transfer of Public Health functions under the Health and Social Care Act 2012 from the three primary care trusts within the cluster to local authorities and ensure due diligence

-

ensuring the transfer of services from PCTs to the NHS Commissioning Board (e.g. primary care, prison health)

-

ensuring that appropriate governance arrangements are in place for the West Yorkshire Commissioning Services (which is hosted by NHS Kirklees and in shadow form by the NHS Commissioning Board) regarding decisions requiring approval by the two Cluster Boards (NHS Airedale, Bradford and Leeds and NHS Calderdale, Kirklees and Wakefield District) 7

-

ensuring the effective delivery of the People Transition Plan and transfer of staff between sender and receiver organisations within the new commissioning architecture PCT Transition and Closedown

-

ensuring appropriate legacy documents and other processes are completed for the three PCTs and cluster arrangements by 31 March 2013.

•

To seek assurance that effective systems are in place for Managing Concerns regarding Health Professionals.

•

To ensure that, during transition, CCGs are enabled to make decisions relating to agreements that extend beyond March 2013.

•

To receive reports from those groups listed at 6.1.

•

To examine all issues as requested by the Cluster Board and take appropriate action.

6

Relationships and Reporting

6.1

Reporting arrangements from sub-committees/groups The Committee will receive minutes from the Performance Advisory Group and the C,K,W Cluster Transition and Closedown Steering Group.

6.2

Reporting arrangements

6.2.1 To Cluster Board •

The minutes of the Governance Committee will be formally recorded and minutes submitted to the Cluster Board which the Committee is accountable to

6.2.2 To NHS Commissioning Board Local Area Team • 7

Information as relevant relating to handover issues

Liability of Members The Cluster Board shall provide an indemnity to any member of the Cluster Governance Committee that if any such person acts honestly and in good faith such person will not have to meet out of personal resources any personal civil liability which is incurred in the execution or purported execution of the functions of the Cluster Governance Committee, save where they have acted recklessly.

8

8

Monitoring of Compliance Through receipt of the minutes, the Cluster Board will monitor the effectiveness of the Cluster Governance Committee. A monitoring form will be used to record the frequency of attendance by members, quoracy and the frequency of meetings. Any areas of concern will be highlighted to the appropriate Director.

9

Review of Terms of Reference This document will be reviewed if required, with any amended Terms of Reference agreed by the Governance Committee for recommendation to a subsequent meeting of the Cluster Board for its approval.

These terms of reference will cease with the abolition of PCTs on 31.3.13.

Approved by: Calderdale, Kirklees and NHS Wakefield District Cluster Board Date: 27 September 2012 (tbc) Cluster Governance Committee Date: 10 October 2012 (tbc)

9

Appendix 1 Cluster Governance Committee Membership Members:

Names

Cluster Non Executive Director

Roger Grasby, Chair

Cluster Non Executive Director

Angela Monaghan

Cluster Non Executive Director

Roy Coldwell

In Attendance Director of Corporate Development and Transition Executive Director of Quality (Executive Nurse) Head of Corporate Governance

Gill Galdins

Assistant Director, Transition

Judith Salter

Sue Cannon Andrea McCourt

The Chief Executive and other Executive Directors and other officers shall be invited to attend for discussions when the Committee is discussing areas that are the responsibility of that officer.

10

Appendix 2 MANAGEMENT OF GOVERNANCE AND RISK ISSUES WITHIN THE CLUSTER

TOPIC Risk Management Cluster Board Assurance Framework CCG Board Assurance Frameworks Serious Incident / Never Event Report (SCR) Annual Risk Management report (including H&S, Mandatory Training, Fire Compliance) Security Management (annual report / workplans) Cluster Corporate Risk Register PCT / CCG Risk Register Patient Safety/Quality Annual Complaints Report Annual Safeguarding / Looked After Children Reports Adult Safeguarding Serious Case Reviews (Adult and children) Infection Control Learning Disabilities – update on transition arrangements and actions

PROPOSAL For Cluster: Governance Committee and Board For CCGs: Clinical Commissioning Executive Committee (CCE) / Audit and Governance Group For CCGs: Clinical Commissioning Executive Committee / Audit and Governance Group CCGs: CCE sub group (Audit and Governance) CCE Sub groups (Audit and Governance) Governance Committee Senior Management Teams / Cluster Executive Team and CCG Sub group (Audit and Governance) CCGs: Clinical Commissioning Executive Committee / Audit and Governance Group CCGs: CCEs CCGs: CCE Sub groups (Patient Safety /Quality) CCGs: Clinical Commissioning Executive Committee / Patient Safety and Quality TBC: Executive Director of Quality

This workplan shows work in progress that had been identified on the Governance Committee workplan.

It does not show work that the Governance Committee has completed.

PROPOSAL

TOPIC Regulation Care Quality Commission and Scrutiny of action plans

For CCGs: Clinical Commissioning Executive Committee / Audit and Governance Group / Patient Safety / Quality Groups TBC Medical Director

Organisational Readiness Self Assessment (ORSA) (Revalidation) Governance Equality and Diversity Information Governance

CCGs: CCE meetings For CCGs: Clinical Commissioning Executive Committee / Audit and Governance Group Cluster Governance Committee / Board Cluster Board

Cluster Governance Committee Annual Report Review of Cluster Governance Terms of Reference and self assessment Process for Dispute Resolution (eg QOF, AWP) Research Governance Annual Report Internal Audit Reports on Governance

TBC Medical Director CCGs Cluster Audit Committee Local Audit and Governance Groups

Legacy / Closedown Legacy Documents

Transition and Closedown Group / Cluster Governance Committee / Board Cluster Governance Committee

Quality Legacy

12