Item 8 - Sheffield Health and Social Care

4.0 NHS Foundation TrustCode of GovernanceOur commitment to good GovernanceThe Board of Directors recognises theimportance of the principles of goodcorporate governance and is committedto improving the standards of corporategovernance followed by all those who playa part in the conduct of the Trust’s business.The Board recognises that the purpose of the NHSFoundation Trust Code of Governance (the ‘Code’)(which is published by Monitor, the independentRegulator of NHS Foundation Trusts) is to assistNHS Foundation Trust Boards and their Governorsto improve their governance practices by bringingtogether the best practices from the public andprivate sectors.Application of the main andsupporting principles of theCode of GovernanceThe Board implements the main and supportingprinciples of the Code through a number ofkey governance documents, policies andprocedures, including:• The Trust’s Constitution• The Standing Orders of the Board of Directorsand the Council of Governors• The Scheme of Reservation and Delegationof Powers of the Board of Directors• The Standing Financial Instructions• The Annual Governance StatementQuilt made by theSUKOON craft groupat the Longley CentreArt therapy sessionon Ward G1• Codes of Conduct and Standards ofBusiness Conduct• The Annual Plan and the Annual Report• Authority structures and terms of reference forthe Committees of the Board of Directors andCouncil of Governors.Compliance with the provisionsof the CodeIn view of the above, the Board of Directorsconsiders that the Trust has complied with therequirements of the Code.Disclosure of corporategovernance arrangementsIn accordance with the disclosure requirementsof the Code, the Board of Directors makes thefollowing disclosures:Statements on how the Board of Directors and theCouncil of Governors operate, including high levelstatements of which types of decisions are to be takenby each one of them and which are to be delegatedto the management by the Board of Directors, arecontained in Sections 5 and 7 of this report.The names of the Chair, the Vice-Chair, theChief Executive, the Senior Independent Director,Chairs and members of the Board of Directors’Remunerations and Nominations Committee, theCouncil of Governors’ Nominations and RemunerationCommittee, the Audit and Assurance Committee arecontained Sections 5 and 7 of this report.Arts & WellbeingConference 2012The number of meetings of the Board of Directors, itsCommittees and the attendance by individual Directorsare shown in Section 7 of this report. The Boardconsiders the following Non-Executive Directorsto be independent in character and judgement:i. Professor Alan Walkerii. Martin Roslingiii. Anthony Claytoniv. Mervyn Thomasv. Susan Rogersvi. Councillor Mick RooneyThe Board holds this view in relation to all of theabove-mentioned Directors for the following reasons:i. None of them is employed by the Trust or hasbeen in the last five yearsii. None of them has, or has had, within the lastthree years, a material business relationshipwith the Trust, either directly or as a partner,shareholder, director or senior employee of abody that has such a relationship with the Trustiii. None of them has received or receives additionalremuneration from the Trust apart from theirdirector’s fee. They do not participate in anyperformance-related pay as no such scheme isrun by the Trust nor are they a member of theTrust’s pension schemeiv. None of them has close family ties with any ofthe Trust’s advisers, Directors or senior employeesv. None of them holds cross-directorships or hassignificant links with other Directors throughinvolvement (with those other Directors) in othercompanies or bodiesvi. None of them is a member of the Councilof Governorsvii. None of them has served on the Board of thisNHS Foundation Trust for more than nine years.Other information relating to the Directorsis as follows:• A description of each Director’s expertise andexperience is contained in Section 7 of this report• A statement on the Board of Directors’ balance,completeness and appropriateness is containedin Section 7 of this report• The names of the Governors and details of theirconstituencies, whether they are elected orappointed and the duration of their appointmentis contained in Section 5 of this report• The number of meetings of the Council ofGovernors and the individual attendance byGovernors and Directors is contained in Section5 of this report• The Trust Chair’s other significant commitmentsand any changes to them during the year arecontained in the Directors’ Register of Interestsreferred to in Section 7 of this report• The work of the Nominations andRemunerations Committee of the Council ofGovernors, including the process it used inrelation to Board appointments together withan explanation of whether a search consultancywas used in the appointment of the Chair or theNon-Executive Directors, is contained in Section5 of this report• A statement on how the performance of theBoard, its Committees and individual Directors wasevaluated is contained in Section 7 of this report• No Executive Director who serves as a Non-Executive Director elsewhere earns any incomefrom their Non-Executive Directorship. In theevent of this occurring, the Board would treateach case according to its own merits• An explanation from the Directors of theirresponsibility for preparing the accounts and astatement by the auditors about their reportingresponsibilities is contained in Sections 2 and 14of this report• A statement from the Directors that the businessis a going concern, together with supportingassumptions or qualifications as necessary, iscontained in Section 2 of this report• A report that the Board has conducted a reviewof the effectiveness of the Trust’s system ofinternal controls is contained in Section 13of this report• The Council of Governors has not refused toaccept the recommendation of the Audit andAssurance Committee on the appointment orre-appointment of an external auditor, and thismatter is therefore not reported on4748