Annual Report and Accounts - The Great Western Hospital

5.2.4 Statement about the balance, completeness and appropriateness of
the Board of Directors
The Non-Executive Directors are all considered to be independent of the Foundation Trust and the
Trust Board believes it has the correct balance, completeness and appropriateness in its
composition to meet the requirements of an NHS Foundation Trust. Three Non-Executive Directors
have served more than 6 years from the date of their first appointment but in each case, on reappointment
the Trust considered that they remained independent in that, amongst other things,
they continued to have a willingness to probe and challenge and there were no relationships which
might create a conflict of interest.
The Board is committed to reviewing its balance and composition in order to maintain its
effectiveness. During 2011, the Trust mapped the refreshment of the Board, looking in detail at the
skills and qualities needed now and in the future and mapped the composition of the Board against
desired experience and knowledge on the Board.
In addition, the Board recognised that Board development tools provide a framework for objectively
assessing performance and in meeting our responsibilities. In 2011 an external agency was
recruited to undertake development of the Board using the National Institute for Innovation and
Improvement Board Development Tool for Foundation Trusts. Board development will continue in
2012/13.
5.2.5 Statement setting out that the Board of Directors undertakes a
formal and rigorous evaluation of its own performance and that of
its collective and individual directors
In 2011/12 the Trust commissioned an independent formal review of its performance and
effectiveness. This review involved an independent advisor attending and observing Board
meetings, interviews with each Director and the Company Secretary and 360 degree questionnaires
and feedback. The review looked at the performance of the Board and that of its collective and
individual Directors with recommendations being made relating to the operation of the Board;
Director’s roles; functions of the Board; Board engagement; strategy development and development
generally. The Trust is continuing to use the independent advisor with further Board Development
planned during 2012/13.
For individual Non-Executive Directors, the Trust has in place a framework for their appraisal based
on elements of the Hay Group work and best practice from other Foundation Trusts. In June 2011
a formal appraisal process for the Chairman and the Non-Executive Directors was undertaken by
the Council of Governors. The evaluation of the Chair’s performance was led by the Senior
Independent Director with input from the Lead Governor and the Chief Executive on behalf of the
Executive Directors and having regard to the views of the other Non-Executive Directors. The
Chief Executive and Non-Executive Directors’ performance was evaluated by the Chairman taking
account of Governors and other Directors’ input. The Executive Directors’ appraisals were led by
the Chief Executive in April 2012, through the Board Remuneration Committee following a formal
appraisal process using Hay Group’s leadership competencies. All appraisals involve 360 degree
evaluation and feedback.
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