Integrated Governance Sub-committee Terms of Reference

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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:
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