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«COUNCIL OF GOVERNORS FINAL Minutes of the Meeting held on Thursday 30th May 2013 4.00pm to 6.00pm Trust Conference Room, Burtonwood Wing, Warrington ...»

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Agenda Item No. WHHFT/GC/13/XX


FINAL Minutes of the Meeting held on Thursday 30th May 2013

4.00pm to 6.00pm

Trust Conference Room, Burtonwood Wing, Warrington


Allan Massey Chairman (Chair)

Iris Keating Public Governor

Carole Astley Public Governor

David Trowbridge Public Governor

Alf Clemo Public Governor Jean Pownall Public Governor Doreen Shotton Public Governor Janet Walker Public Governor Paul Campbell Public Governor Helen Reay Public Governor Roy Radley Public Governor Carole Astley Public Governor Iris Keating Public Governor Peter Harvey Public Governor Carol Over Staff Governor Jane Birch Staff Governor Sue Bennett Staff Governor Partner Governor – Warrington Voluntary Action Alison Cullen Partner Governor – Warrington Wolves Foundation Neil Kelly Partner Governor – Warrington Borough Council Cllr Pat Wright

In Attendance:

Simon Wright Chief Operating Officer Jonathan Stephens Director of Finance and Deputy Chief Executive Karen Dawber Director of Nursing and Organisational Development Jason Dacosta Director of Information Technology Chris Horner Associate Director of Communications Cath Hill Associate Director of Business Planning (part) Caroline Salden Associate Director of Commercial and Corporate Development Clare Briegal Non-Executive Director Carol Withenshaw Non-Executive Director Allan Mackie Non-Executive Director Lynne Lobley Non-Executive Director Board Secretary & Secretary to the Council of Governors’ (Trust Colin Reid Secretary) Gayle Healey Governor & Membership Officer (Minutes)


Mel Pickup Chief Executive Mark Halliwell Interim Medical Director Rory Adam Non-Executive Director David Ellis Public Governor Charlie Coughlan Public Governor Deb Mandal Staff Governor

–  –  –

W&HHFT/COG/13/23 - Welcome, Apologies and Introductions The Chairman welcomed all Governors’, Staff, Non-Executive Directors, to the meeting of 1 the Council of Governors. The Chairman welcomed the new Partner Governors as this was their first meeting.

2 Apologies - See above listing.

WHHFT/COG/13/24 – Declarations of Interest – in agenda items 3 There were no interests declared in relation to the agenda items for the meeting.

WHHFT/COG/13/25 – Trust Annual Plan 2013/14 4 The Associate Director of Business Planning presented the Annual Plan 2013/2014. She provided an overview of the timeframe and the stages of work that had been carried out to complete the process and reported that the Annual Plan Priorities survey had generated 389 responses and was also linked to the Trust’s QPS (Quality, People, Sustainability) framework.

5 The Associate Director of Business Planning explained that the results of the survey formed the basis of the Annual Plan which was approved by the Trust Board on 29 th May.

She confirmed that the Annual Plan would be submitted to Monitor the Independent Regulator for Foundation Trusts no later than Monday 3rd June 2013 and thanked Governors for their contributions to the creation of the document.

6 The Council of Governors noted the Annual Plan for 2013/2014. The Chairman thanked the Associate Director of Business Planning for the presentation.

WHHFT/COG/13/26 – Minutes of Previous Meeting The minutes of the meeting held on the 21st March 2013 were approved as a true and 7 accurate record.

WHHFT/COG/13/27 – Action Plan There were no formal actions arising from the meeting held on 21st March 2013.

8 WHHFT/COG/13/28 – Chairman’s Report 9 The Chairman provided the following verbal report:

10 The Chairman advised that he understand that an email had been sent to a number of Governors from Michael Ashley asking that Council members raise the matter for discussion regarding his removal as a public Governor and his continued assertion that he remained a Public Governor of the Trust. The Chairman advised that he did not feel it appropriate to debate this matter again as the Council had endorsed previously the decision reached by the Director responsible for HR at the September Council Meeting.

The Chairman advised that, if Council agreed, the Trust Secretary would write to Michael Ashley to advise him of the Councils decision, that they do not consider him to be a duly elected member of the Council and that the Council considered the matter was closed and had been since September 2012. The Council agreed with the Chairman’s proposal.

11 The Chairman reported that Joe Davies had resigned as Public Governor for the North Mersey constituency and thanked him for his contribution as a Governor.

–  –  –

Election of Governors: The Chairman reported that elections for the vacant governor 12 areas would be conduct all elections at the same time by 30th November. He explained that there would be arrangements made during the elections to allow prospective nominees to meet existing Governors to gain an understanding and commitments required for the Governor role. Arrangements would be put in place by the Trust Secretary.

Governor Training: The Chairman reported that a programme of training was currently 13 being developed for all Governors with implementation scheduled over the course of the next two months. Training would be provided in-house and externally, through the Foundation Trust Network and the Foundation Trust Governors’ Association and through the North West Secretaries Group.

Director of Finance and Commercial Development: The Chairman advised that the 14 Trust had recently announced the appointment of Rob Forster as the new Director of Finance and Commercial Development and Deputy Chief Executive. He advised that since Rob Forster had agreed to take up the role which was due to commence on 1st September 2013, he had declined due to new opportunities that had come to light within his current employer. The Chairman reported that following the notification from Rob Foster, the Chief Executive had contacted the runner up in the appointment process to see if he was still interested in joining the Trust. The Chairman advised that the person concerned was a very close second to Rob Foster and would be a valuable addition to the Executive Team.

In the interim Steve Barrow, Deputy Director of Finance had been appointed to the post of Acting Director of Finance.

Medical Director: The Chairman announced that Mark Halliwell had been appointed with 15 immediate effect as Interim Medical Director for the Trust following the resignation as Medical Director of Dr Phil Cantrell. He advised that Mr Halliwell was previously Associate Medical Director and was a Consultant Ophthalmologist in the Trust. The Chairman explained that the post of Medical Director would be advertised in the near future.

Director of Nursing and Organisation Development: The Chairman reported that 16 following a review undertaken by the Chief Executive and agreed at the Board Nominations and Remuneration Committee, Karen Dawber had been appointed to the post of Director of Nursing and Organisational Development. The Chairman explained that this post merged the post of ‘Director of Nursing’ and ‘Director of Governance and Organisational Development’.

Interim Deputy Chief Executive: The Chairman advised on the appointment of Simon 17 Wright; Chief Operating Officer as the Interim Deputy Chief Executive for the Trust which would commence on 1st June.

18 The Chairman advised that this was the last meeting for Jonathan Stephens; Director of Finance and Deputy Chief Executive, as he had accepted a post at Alder Hey Hospital. He commented that Jonathan had been an exceptional Director of Finance who would be leaving the Trust in a better financial position than when he arrived and thanked him for his service, support and wished him his and that of the Councils best wishes for the future.

The Council noted the content of the Chairman’s Report.

19 WHHFT/COG/13/29 – Chief Executives Report 20 The Deputy Chief Executive reported on the following matters:

National Patient Safety Award: The Deputy Chief Executive reported that the Trust had 21 been shortlisted for a National Patient Safety Award for the telephone discharge project that provided a follow up telephone call to patients once discharged from Halton Hospital to

–  –  –

help reduce any unnecessary readmissions and explained that the Trust had a good chance of winning the award as the shortlist contained only six trusts nationally. The results would be announced in June.

Dementia Services: The Deputy Chief Executive reported that the Trust had been 22 shortlisted by the Department of Health to receive £1.2m for improvements to Dementia services at the Trust. He explained the Trust would be delighted if the funding was secured as Dementia was a theme within the Annual Plan for 2013. The results would be announced in June.

Maternity Department: The Deputy Chief Executive reported that the £450k upgrade to 23 the Maternity Department in Croft Wing was near completion and expected the Maternity Department would move back into the Wing during June.

GUM Clinic: The Deputy Chief Executive reported that the GUM clinic at the Warrington 24 site had now moved to Bath Street. He explained that the move had been part of Warrington Clinical Commissioning Group’s (WCCG) plans to bring the services into the Community. Bridgewater Community Healthcare NHS Trust would be the primary community provider and the Trust provided the GUM service under a sub-contract with Bridgwater at the request of the WCCG.

Accident and Emergency: The Deputy Chief Executive reported that all Foundation 25 Trusts had received a joint letter from Monitor and the Trust Development Authority which highlighted the importance of achieving the 4hour national targets for A&E (to treat patients within four hours of arrival). The Deputy Chief Executive advised that the Trust was one of fourteen nationally to achieve the 95% target for 2012/13 and explained that the target was achieved due to the hard work of all staff and the investment of £1.4m into the department that had been identified in the Trust’s Annual Plan 2011/12.

Annual Accounts: The Deputy Chief Executive reported that the Trusts Annual Accounts 26 had been audited and were completed. He advised that the accounts would be presented to the Council of Governors at the July meeting.

The Council noted the Deputy Chief Executive’s report.

27 WHHFT/COG/13/30 – Constitution Amendments – proposal to extend the term of office of Elected Governors 28 The Chairman opened the discussion on the proposal that sought to extend the maximum term of office of elected Governors’ from two terms of three years to three terms of three years, extending the total number of years that a members could remain as a Governor from six years to nine years and asked Janet Walker to present her proposal.

29 Janet Walker; Public Governor, referred to the paper outlining the proposal to extend the term of office for Governors from two terms to three terms (circulated with the papers) and presented the argument in favour of the extension. She stated that much of the first term of a Governor was used to understand the duties of the Governor role, the way they fit into the Trust and how they could best contribute. She added that having only one further term does not allow enough opportunity for Governors to contribute effectively. Janet Walker further advised that she understood a number of Trusts’ had increased the term of office to three terms of 3 years and reported that the proposal did not automatically mean that a Governor would be elected for three terms or that they would be obliged to stand for the three terms and that it would be up to the electorate for the constituency to decide on who they required as a Governor.

30 The Chairman asked if there were any Governors wishing to speak against the proposal.

Iris Keating; Public Governor, provided a counter argument for the term of office for

–  –  –

Governors to remain at two terms and for no change to be made. She stated that the recent Francis Report encouraged Trusts to adopt a critical questioning culture, potentially three terms totalling nine years could signify a cosy unchallenging atmosphere to stakeholders and there could be a danger that the Council would be viewed as a clique which was potentially very unhealthy for the Trust. She added that fresh blood and different perspectives would bring in new ideas that could help the sustainability of the Trust.

31 All Governors present participated in discussing the proposed changes and gave their views on the advantages and disadvantages of the proposal.

32 In response to a question from Alf Clemo; Public Governor, the Chairman advised the Council that there would be no financial savings gained by the Trust if the proposal was accepted.

33 Roy Radley; Public Governor, commented that it in his experience it took between a year and two years to learn about the Trust and the role of a Governor as there was so many people to foster relationships with and information to understand and supported the proposal.

34 Sue Bennett; Partner Governor, felt that Governors should be able to fully understand their role and fully contribute within the current two terms and felt she could not support the proposal.

35 Paul Campbell; Public Governor, commented that Governors were elected on their experience and what skills they can bring to the Trust, if the proposal was accepted it would stifle potential new experience and skills being brought into the Trust.

36 The Chairman thanked the Council for their contribution to the debate and asked that a vote be held on the proposal. The Chairman asked that a ballot vote be held to ensure a fair decision was made on the proposal.

–  –  –

38 The Trust Secretary reported on the results of the ballot vote which included two proxy

votes provided by Governors, unable to attend the meeting:

–  –  –

40 The Chairman declared that the proposal to extend the maximum term of office of elected Governors’ from two terms of three years to three terms of three years, extending the total number of years that a members could remain as a Governor from six years to nine years by a simple majority had been defeated.

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