Annual Report and Accounts - The Great Western Hospital

5.9 Code of Governance Disclosure Statement
The Trust Board has overall responsibility for the administration of sound corporate governance
throughout the Trust and recognises the importance of a strong reputation.
Monitor, the independent regulator for Foundation Trusts, published the NHS Foundation Trusts Code
of Governance. The way in which the Trust applies the principles within the Code of Governance are
set out in this report, and the Directors consider that in 2011/12, the Trust has been compliant with the
Code with the exception of the following: -
A.3.1 – Based on the recommendations of a Joint Nominations Committee comprising Directors and
Governors, the Council of Governors rather than the Board determined whether non-executive
directors seeking re-appointment were independent in character and judgment and whether there
were relationships or circumstances which were likely to affect, or could appear to affect, the
director’s judgement. The Council of Governors determined that the non-executive directors were
independent, notwithstanding that they had served on the Board of the NHS Foundation Trust for
more than six years from the date of their first appointment, the reasons for which are stated
elsewhere in this report (section 5.2.3 refers).
B.1.7 – Practices and procedures are in place for engagement by Council of Governors with the
Board of Directors for those circumstances when there are concerns about the performance of the
Board, compliance with the terms of authorisation or other matters related to the general wellbeing of
the Trust. Provisions are also included within the Constitution and role descriptions for the Lead and
Deputy Lead Governor. The intention is to capture this in one policy document for consideration by
the Council of Governor in 2012/13.
C.1.5 – The Trust has a Joint Nominations Committee responsible for nominating Non-Executive
Directors for appointment and re-appointment. At present there is an equality of membership of
Directors and Governors. Therefore in 2011/12, to ensure a majority of governors made nominations,
the Joint Nominations Committee met with the Governor Nominations and Remuneration Working
Group. Going forward into 2012/13, it has already been supported that the membership of the Joint
Nominations Committee, which is in accordance with Constitutional provisions, will be amended to
increase the number of Governor members.
C.2.2 – One Non-Executive Director is currently in the last year of a four year term.
appointments and re-appointments are at intervals of no more than 3 years.
All new
F.3.9 – The audit committee did not review arrangements by which staff of the NHS foundation trust
may raise in confidence concerns about possible improprieties in matters of financial reporting and
control, clinical quality, patient safety or other matters. However, the Trust has in place a Whistle
Blowing policy which was highlighted to staff by the Senior Independent Director. Furthermore,
guidance was issued to governors on how to handle matters referred to them. In addition the Trust
has in place a counter fraud policy. Annually the Local Counter Fraud officer undertakes a staff
fraud awareness survey. In 2011/12 456 members of staff answered the survey a ten fold increase
compared with the previous year. The survey demonstrates that a high proportion (60%) of
respondents knew the Trust had a Local Counter Fraud Specialist and how to contact them. The work
conducted by the Local Counter Fraud Specialist can also be demonstrated by the increase of
referrals and general assistance during 2011/12, which resulted in five investigations taking place.
G.1.1 – The Trust should have a public document setting out the Trust’s policy on the involvement of
members, patients and the local community at large including a description of the kind of issues it will
consult. This is being drafted and will be considered by the Board later in 2012/13. The Trust’s
approach is outlined in a number of documents and the intention is to capture this in one policy.
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