LEADERSHIPAND MANAGEMENT
In the boardroom A
NHE speaks to the author of a report critical of the way many NHS trust boards are operating at the moment, Louise Thomson, the head of policy for the not for profit sector at The Institute of Chartered Secretaries and Administrators – the acknowledged experts on corporate governance.
hard-hitting report detailing the ways in which too many trust boards are
neglecting strategic issues and failing to perform effectively, called ‘Mapping the Gap’, has now been followed up with de- tailed guidance aimed at members of NHS boards.
The advice and recommendations are specific, including, for example, a specimen schedule of matters reserved for a PCT cluster board, a specimen code of conduct for NHS foundation trust governors, and a model conflicts of interest policy for clinical commissioning group board members.
The original report, Mapping the Gap, and this follow-up guidance, was the work of Louise Thomson, the head of policy for the not for profit sector at ICSA, the Institute of Chartered Secretaries and Administrators, a leading authority on corporate governance.
She undertook a vast amount of work for the original report, analysing 1,277 board agendas, attending 20 open and closed board meetings, interviewed board members and received 176 responses to an online questionnaire, focusing on four key areas of board responsibility – strategy, decision-making, clinical and quality matters, and probity and transparency.
Decisions, strategy and vision
At the heart of the ICSA report, released in summer 2011, was the finding that board members usually understood the theory of good governance, but in practice, what goes on at board meetings is often less than perfect.
Thomson’s analysis found that strategic issues accounted for only around 10% of agenda items – instead of the 60% suggested by best practice – while just 1 in 20 boards clearly aligned their clinical/ quality and strategic objectives. Far too many agenda items, Thomson found, were for the board to just ‘note’ or ‘discuss’ – rather than make a decision about.
She told NHE that her findings “would suggest that some strategic decisions are being made elsewhere, and not being discussed at the board table, which is where they should be discussed”.
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“There is responsibility for that among board members themselves, the trust secretary has an important role, plus the chairman and chief executive also have responsibility.
“It’s not unusual for hospitals and trusts to have pre-meetings between the chairman, chief executive and trust secretary just to go through the agenda and look at the reports before they’re sent onto the full board.
“So they should be looking at the quality of the information that’s being presented, whether it’s clear what the board is being asked to decide on or discuss.”
Accountability
The Mapping the Gap report notes a degree of territoriality at board meetings, with executive directors too narrowly
She added: “If they are being made in the board meetings, then they’re not being recorded appropriately, which raises its own issues about probity and transparency and accountability.”
The report acknowledges that some of these issues around decision-making, focusing on strategy, and the overall quality of debate, are hardly unique to the NHS.
Thomson added: “Some of those issues cut across all sectors, and some were identified in the banking crisis and the Walker review. Some of them are quite evident in the not-for-profit sector generally.
“But the problem unique to the NHS is that they have such a huge raft of requirements that they have to meet and report on. That impacts to a greater degree on the extent to which they can make decisions and focus on strategy. I would say they’re hindered to a degree, compared to other organisations, because they don’t necessarily have the same amount of freedom to set their strategy and report on certain things.”
The best information Thomson’s
research found that the
reports that go to board members are not always of a high enough quality, and that responsibility for this has to be shared.
focused on their own directorate, rather than the corporate and strategic issues of the trust as a whole, while non-executive directors were sometimes unwilling to be challenging enough, being generally more comfortable asking questions regarding the patient experience than financial or operational performance, for example.
In the report, Thomson commented: “For example, a London PCT with a substantial deficit did not raise questions as to how the situation would be arrested and resolved. In another instance, the information that a foundation trust was non-compliant with its terms of authorisation resulted in the board being asked to note the risks.”
She told NHE: “There’s a degree of ongoing training required for all directors. For many of them, for executive directors especially, there needs to be a better understanding of what it means to be a member of the board. With the boards I observed, there’s a concern that some executive directors were too narrowly focused on their directorate, rather than actually being a board member, dealing with the issues that the trust as a whole faces. Non-executive directors need to achieve the balance between being representative of their members, if they’re a foundation trust, but not representing their constituency. They’re there to be non-executive directors and take a more holistic view of what the trust is doing, not
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