The Orchard Medical Practice Community Interest Company (CIC) Integrated Governance Sub-committee Terms of Reference 1. Constitution 1.1 The Orchard Medical Practice CIC Board hereby resolves to establish a Committee of the Board to be know as the Integrated Governance Sub-Committee (the subcommittee). The Sub-Committee is an executive committee of the Board with membership of one Non-Executive Director and therefore has executive powers in accordance with those delegated from the CIC Board. 2. Membership 2.1 The Sub-committee shall consist of not less than 6 members, to include the following: Chief Executive Officer – Corporate and Clinical Performance Executive Director – Service and Organisational Development Non Executive Director - Chair Clinical Governance Lead Business Manager – Finance and Procurement Staff side representative In attendance: Company Secretary 2.2 Co-opted members will be in attendance as required. 3. Quoracy 3.1 A quorum shall be three members, one of whom must be the Chair or their nominated deputy. 4. Frequency 4.1 Meetings will be held monthly. Members are required to attend a minimum of 75% of scheduled meetings. 4.2 The agenda and papers for meetings will be distributed five working days in advance of the meeting. 5. Accountability, Responsibility and Authority 5.1 The Sub-committee will be accountable to the Board and operate as a subcommittee of it. 5.2 The Sub-committee will work within a scheme of delegated authority that enables decision making and authority to approve and ratify proposals, policies and documents on behalf of the Board. 5.3 The Sub-committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Sub-committee. The Sub-committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of external sources with relevant experience and expertise if deemed necessary. 6. Duties The Sub-committee will be accountable to the Board and will have responsibility for overseeing and reporting and providing assurance to the Board on Corporate, Clinical, Financial and Information Governance. This incorporates the assurance framework, risk register and improvement plans, performance, activity, corporate risk, clinical risk, clinical policy, medicines management, public health, NICE guideline implementation, race equality, safeguarding, Health and Safety, mandatory training, fire, security, infection control, health care records, medical devices and social inclusion. This will also include preparation of the CIC Annual Report, to be signed off by the Board, for submission to the CIC Regulator. 6.1 The principal duties of the Sub-Committee are as follows: Risk Management ◦ Identify the principal risks that may threaten the achievement of the practice's objectives. ◦ Identify and manage the principal risks, underpinned by core and operational standards as defined by the Care Quality Commission, NHSLA, risk assessment and risk management programmes. ◦ Evaluate the assurance across all areas of principal risk. ◦ Identify areas where there are gaps in controls and/or assurances in respect of principal risks. ◦ Put in place plans to take corrective action where gaps have been identified in principal risks. ◦ Maintain dynamic risk management arrangements including a robust corporate risk register covering strategic, operational, clinical and organisational risks. ◦ Provide a regular assurance report to the Board and recommended action on any aspect of governance as necessary. ◦ Develop the practice’s policies and procedures for the management of risk. ◦ Advise on approval of individual compensation payments. ◦ Consider and make recommendations to the Board on action on litigation against or on behalf of the practice. Integrated Governance ◦ Ensure effective management of clinical governance areas arising from the practice’s internal performance management function. ◦ Ensure that poor professional and organisational clinical performance within the practice is effectively reported and performance managed and that the wider implications and trends are addressed. ◦ Establish robust arrangements for the management of all serious untoward incidents. Make recommendations regarding the requirements for internal and external enquiries, performance manage the implementation of any resultant recommendations and agree arrangements for the closure of incidents. ◦ Ensure that policies exist and are implemented for the management of confidential information and compliance with Caldicott within the practice. ◦ Ensure that effective horizon scanning enables the practice to undertake a proactive integrated approach to clinical governance and risk management. ◦ Advise on quality and governance, having regards to any guidance by the Secretary of State, and including preparation of proposals to develop and monitor clinical standards. Operational Responsibilities ◦ Establish and maintain a common definition of ‘acceptable risk’ together with a standard and meaningful method of calibrating consequence and likelihood. ◦ Maintain an up to date risk register via the assurance framework and performance reports for the organisation and recommend action to the Board as necessary to address concerns. ◦ Regularly review the key risks for the organisation and ensure that appropriate plans are in place to address risks. ◦ Ensure that appropriate policies and procedures exist to address legal requirements and minimise risk. ◦ Provide regular clinical governance and risk management assurance reports to the Board. ◦ Approval / ratification of delegated policies and procedures on behalf of the Board. A business schedule will be agreed to ensure the effective and timely management of key elements of the Sub-Committee’s agenda and onward transmission of key documents to the Board for ratification. 7. Reporting 7.1 The minutes of the Sub-committee shall be formally recorded by the Company Secretary and submitted to the Board on a monthly basis. The Chair of the Subcommittee shall draw to the attention of the Board any issues that require executive action. 7.2 The Sub-committee will report annually to the Board on its performance against its agreed terms of reference, reporting as a minimum on the fitness for purpose of the Assurance Framework, the completeness and embedding of risk management in practice, infection control, health and safety and the integration of governance arrangements. the 8. Review 8.1 The terms of reference and membership of the Sub-committee will be reviewed after a period of 6 months to ensure they are fit for purpose, and thereafter on an annual basis. Date Approved by Board: Date for Review: