Annual Report and Accounts 2012/13 - Royal Devon & Exeter Hospital

70 4. Our Governance
Royal Devon and Exeter NHS Foundation Trust
Annual Report and Accounts 2012/13
Board Meetings
The papers for the monthly Part 1
Board meeting and the approved
minutes of the previous meeting are
published on the Trust’s website in
advance of the Board meeting. In
advance of the legislation compelling
NHS Foundation Trusts to hold their
Board meetings in public, the RD&E
decided in June 2012 to move to open
Board meetings that were accessible
to the public. These are meetings
that take place in the public arena
rather than public meetings, although
members of the public have the
opportunity to ask questions at the end
of the public section of the meetings.
Items of a confidential nature are
discussed by the Board in private
in a monthly ‘Part 2’ meeting. The
issues discussed in the closed sessions
tend to be commercial in confidence
issues that may impede the conduct
of the Trust’s business if they were to
be aired publicly. The 1960 Act on
admissions to public meetings is used
by the Board to help determine which
topics are discussed privately and, over
the course of the year, the Board has
sought to discuss the majority of its
business in open session.
In addition to its ten formal Board
meetings, the Board also holds a
number of development and strategy
sessions as well as briefing meetings
and seminars. It also has increasingly
used task and finish groups to tackle
key issues.
The framework within which decisions
affecting the work of the Trust
are made are set out in the Trust’s
published Standing Orders, Standing
Financial Instructions and Scheme of
Delegation, copies of which may be
viewed on the Trust’s website (www.
rdehospital.nhs.uk) or on request from
the Foundation Trust Secretary.
The composition of the Board
is in accordance with the Trust’s
Constitution and the Policy for the
Composition of NEDs on the Board.
The Board considers it is appropriately
composed in order to fulfil its
statutory and constitutional function
and remain within Monitor’s Terms
of Authorisation. In consultation
with Governors, it has, through its
recruitment of NEDs, been able to
maintain a good quality and effective
Board that is appropriately balanced
and complete.
There is a clear division of responsibility
between the Chairman and the Chief
Executive. The Chairman heads the
Board, providing leadership and
ensuring its effectiveness in all aspects
of its role, and sets the Board agenda.
The Chairman ensures the Board
receives appropriate information
to ensure that Board Members can
exercise their responsibilities and make
well-grounded decisions. The Chief
Executive is responsible for running
all operational aspects of the Trust’s
business, assisted by the team of
Executive Directors.
The Chairman and all Non-Executive
Directors meet the independence
criteria laid down in Monitor’s Code
of Governance (Provision A.3.1).
The Board is satisfied that no direct
conflicts of interest exist for any
member of the Board. There is a full
disclosure of all Directors' interests
in the Register of Directors’ Interests,
which is available upon request from
the Foundation Trust (FT) Secretary.
Directors and Governors may appoint
advisors to provide additional expertise
on particular subjects if required.
The Board of Directors is accountable
to the membership via the Council of
Governors. The Chairman informs the
Council of Governors about the work
and effectiveness of the Board at each
Council Meeting.
The business of the Trust is conducted
in an open manner and annual
schedules of meetings for the Board of
Directors and Council of Governors are
published twelve months in advance.