Corporate Governance Framework

advertisement
Terms of reference approved by ET 8th May 2012
Agenda Item: 10
Paper No: CM/02/12/09b
ANNEX B
TERMS OF REFERENCE FOR
EXECUTIVE TEAM
PURPOSE
1. The purpose of the Executive Team is
 to ensure the effective implementation and communication to stakeholders,
including staff, of the strategic direction identified by the CQC Board
 take overall responsibility for the day to day corporate management and
performance of the organisation
 Ensure that the corporate governance framework is implemented and effective
ROLE AND RESPONSIBILITIES
2. The role and responsibilities of the Executive Team are to:










oversee the successful delivery of the programme of work in line with the strategic
objectives set out in the 5 Year Strategy and Corporate Plan and the outcomes
required by the Key Performance Indicators;
ensure that the CQC business plan objectives are being achieved and resources
deployed and re-deployed accordingly;
ensure that the targets in the corporate scorecard are being met;
ensure that the CQC regulatory model operates so as to discharge CQC’s
regulatory duties;
ensure that CQC meets its statutory obligations as a corporate body and as an
employer;
manage corporate risks and issues and ensure appropriate resources are deployed
to address these
consider and approve and amend corporate operational policies and business
processes;
identify policy issues to be discussed with the Chair and/or other Board members
including for consideration by the CQC Board;
approve reports and proposals to be submitted to the Board and its
subcommittees; and
determine which of its governance responsibilities it wishes to delegate to its
subcommittees.
EVALUATION
3. The criteria for the success of the Executive Team will be:



the delivery of the 5 Year Strategy and Corporate Plan;
the delivery of the CQC’s business plan objectives; and
the effective management of the reputation of the regulator, including the
management of strategic regulatory risk.
Page 1 of 12
Terms of reference approved by ET 8th May 2012
Agenda Item: 10
Paper No: CM/02/12/09b
ACCOUNTABILITY
4. The Executive Team is accountable to the Board.
5. The Chief Executive as Chair of the meeting will be accountable for ensuring that the
appropriate recommendations to the Executive Team reflect appropriate consideration
of:
a.
b.
c.
d.
e.
f.
g.
h.
i.
j.
k.
Equality, Diversity and Human Rights
Staff Development
User Involvement
Resources (including IT)
Value for Money
Evaluation
Public Reporting
Environmental
Legal
Corporate priority
Risks/interdependencies
CONSTITUTION
Membership
6. The membership of the Executive Team comprises:









Chief Executive
Deputy Chief Executive
Director of Finance and Corporate Services
Director of Information & Knowledge Management
Director of Regulatory Development
Director of Operations Delivery
Director of Strategic Marketing and Communications
Director of Governance and Legal Services
Director of Human Resources
7. Meetings will be chaired by the Chief Executive. The Deputy Chief Executive will chair
in the absence of the Chief Executive, or any other Director authorised by the Chief
Executive of Deputy Chief Executive.
8. Executive Team members are expected to attend all Executive Team meetings unless
the Chief Executive has otherwise granted permission. On all occasions when it is
agreed that Executive Team members will not attend a meeting, they will be required to
nominate and ensure that one of their Heads of Service is available to deputise for
them. Deputies will have the same rights and responsibilities as Executive Team
members.
Page 2 of 12
Terms of reference approved by ET 8th May 2012
Agenda Item: 10
Paper No: CM/02/12/09b
Quorum
9. The quorum for a meeting is 50% of the members which must include either the Chief
Executive, Deputy Chief Executive or nominated Chair.
In attendance
10. The Head of Governance will be in attendance at meetings. The invitation of one other
officer to attend for the discussion of items relevant to their responsibilities is at the
discretion of individual Executive Team members. Secretariat must be notified of any
additional attendees at least 24hrs in advance, in order to facilitate the smooth running
of the meeting.
Frequency
11. The Executive Team will usually meet fortnightly. Additional meetings may be called
by the Chief Executive if necessary.
Support
12. Secretariat support is provided by the Secretariat. Procedures for the conduct of the
Executive Team (and its subcommittees) will be developed by the Head of Governance
for approval by the Executive Team and will be subject to ongoing monitoring and
review.
GOVERNANCE
13. The Executive Team is the overall executive corporate decision-making forum of CQC
and makes recommendations to the Chairman of the Board on relevant issues related
to the strategy, policy and operation of CQC.
14. The following Committees are sub-committees of the Executive Team:



The Regulatory Risk Committee
The Corporate Delivery Committee
Corporate Change Committee
15. The Executive Team operates within CQC’s approved Scheme of Delegation, ensuring
that appropriate issues are referred to the Board, as set out in the Scheme.
Page 3 of 12
Terms of reference approved by ET 8th May 2012
Agenda Item: 10
Paper No: CM/02/12/09b
TERMS OF REFERENCE FOR THE
REGULATORY RISK COMMITTEE
PURPOSE
1. As a sub-committee of the Executive Team the purpose of the Regulatory Risk
Committee is to support the Executive Team by:

Monitoring the application of the regulatory risk framework and providing
assurances to the Executive Team and the Board.

Monitoring the effectiveness of the CQC’s regulatory model and methods and
making recommendations to the Executive Team.
ROLE & RESPONSIBILITIES
2. The role and responsibilities of the Committee are to:












ensure there is a coherent model of risk management employed consistently by
CQC in relation to regulatory activity;
monitor trends in compliance and non-compliance overall, by sector, by service
type, regionally, across the various essential standards etc, and assess the
implications for the regulatory model and resourcing
monitor trends in compliance and non-compliance in relation to corporate providers
in order to identify early warnings of failure;
review regulatory performance against the CQC scorecard measures as possible
indicators of the effectiveness of regulatory risk processes;
monitor the effectiveness of the use of intelligence (generally and specifically e.g.
whistle-blowing, safeguarding) in operational and regulatory decision making;
assess the effectiveness of regulatory methods and tools in managing risk and the
effectiveness of the regulatory model‘s delivery of improvement;
develop modifications to the regulatory model and regulatory tools when authorised
by the Executive Team so to do;
specifically, evaluate formal CQC investigations prior to publication of findings to
ensure that in each case they meet the stated objectives;
ensure that there are appropriate arrangements in place to discharge CQC
regulatory responsibilities under ionising radiation and controlled drugs legislation;
propose thematic and special reviews to the Executive Team;
advise the Executive Team if it believes changes to the regulatory model are
necessary or desirable, where necessary by examining past regulatory activity;
approve and monitor the work programme of the Safeguarding Sub-Committee
Page 4 of 12
Terms of reference approved by ET 8th May 2012
Agenda Item: 10
Paper No: CM/02/12/09b
EVALUATION
3. The criteria for the success of the Regulatory Risk Committee will be:
 A coherent and consistent model of Regulatory Risk Management employed
across, and embedded within, all of the organisation’s operational activities;
 The provision of suitable and sufficient assurances to the Executive Team and the
Board that the CQC regulatory model is effective and efficient in the deployment of
appropriate types and levels of regulatory resources to regulatory risk;
 The provision of adequate analysis of levels, patterns and trends in regulatory risk
to allow for effective business planning.
ACCOUNTABILITY
4. The Committee is accountable to:
 The Executive Team
 The Audit & Risk Assurance Committee (and through it, the Board).
5. The Chair of the Committee will be accountable for ensuring that the recommendations
to the Executive Team reflect appropriate consideration of:
a. Equality, Diversity and Human Rights
b. Staff Development
c. User Involvement
d. Resources (money, staff, information and IT)
e. Value for Money
f. Evaluation
g. Public Reporting
h. Environmental
i. Legal/Governance
j. Corporate priority
k. Risks/interdependencies
l. Customer service
6. The Chair of the Committee will be responsible for ensuring that the Committee in its
operations adheres to and delivers the relevant requirements and outcomes of the
CQC Corporate Governance Framework
CONSTITUTION
Membership
7. The following constitutes the standing membership :








Director of Regulatory Development (Chair)
Director of Governance & Legal Services
Director of Operations
Director of Information & Knowledge Management
Head of Operational Quality & Risk
Head of Media
Head of Better Regulation
Head of Regulatory Design
Page 5 of 12
Terms of reference approved by ET 8th May 2012
Agenda Item: 10
Paper No: CM/02/12/09b


Head of Operations Intelligence
Two representatives of the CQC clinical advisors
Quorum
8. The quorum for a meeting is at least 50% of the membership, one of whom is the Chair
(or the Chair’s nominated deputy).
In attendance
9. Other officers may be invited to attend for discussion of items relevant to their
responsibilities.
Frequency
10. The Committee will usually meet monthly. Additional meetings may be called by the
Chair if necessary.
Support
11. Secretariat support is provided by the Corporate Secretariat.
GOVERNANCE
12. The Committee is a committee of the Executive Team and makes recommendations to
the Executive Team. It also provides assurances and information to the Board’s Audit &
Risk Assurance Committee.
13. The Safeguarding Committee is a sub-committee of this Committee.
14. The Chair will present a regular written report to the Executive Team meeting, following
each meeting of the Committee, detailing key outcomes and decisions and escalating
any issues requiring decision by the Executive team, with recommendations.
15. The Chair of the Committee will attend and provide a report to the Audit & Risk
Assurance Committee about the management of regulatory risk and the effectiveness
of the regulatory model.
16. The Committee operates within the Commission’s Scheme of Delegation, ensuring that
appropriate issues are referred to the Executive Team, or the Board, as set out in the
Scheme (see attached link)
http://intranet.cqc.local/CQCIntranet/about-cqc/governance/chairman-andboard.aspx#schemeofdelegation
Page 6 of 12
Terms of reference approved by ET 8th May 2012
Agenda Item: 10
Paper No: CM/02/12/09b
TERMS OF REFERENCE FOR THE
CORPORATE DELIVERY COMMITTEE (CDC)
PURPOSE
1. As a sub-committee of the Executive Team the purpose of the Corporate Delivery
Committee is to support the Executive Team by:

Ensuring corporate delivery against CQC’s business objectives and to provide
assurances;

Ensuring the effective management of the risks and threats to those business
objectives and making recommendations to the Executive Team.
2. The responsibility for overseeing the delivery of individual Directorate business plans
remains with the Director, who is accountable to the Chief Executive for the
Directorate’s performance.
ROLE & RESPONSIBILITIES
3. The role and responsibilities of the Committee are to:









monitor progress against the business plan objectives and timescales;
provide detailed scrutiny of performance (including financial performance) against
targets and Key Performance Indicators (KPIs)
approve the submission of performance reports to the Board;
monitor the profile of risks on the corporate risk register, the adequacy of mitigation
and, where risk tolerances are exceeded, make recommendations to the Executive
Team;
track the implementation of management actions arising from internal audit
recommendations;
approve and review all corporate policies (which otherwise are not reserved to the
Executive Team or the Board);
approve procurement with costs which exceed Directorate delegations and
therefore require corporate approval;
take decisions (within the limits of its authority) to require remedial action where
necessary;
approve and monitor the work programme of the subcommittees of the Committee.
EVALUATION
4. The criteria for the success of the Corporate Delivery Committee will be:

Effective corporate co-ordination and delivery of CQC’s business plan against
objectives, within timescales and within resources;
Page 7 of 12
Terms of reference approved by ET 8th May 2012
Agenda Item: 10
Paper No: CM/02/12/09b


The provision of suitable and sufficient performance reports to the Executive Team
and the Board;
The provision of adequate analysis and mitigation of any risks to the delivery of the
business plan
ACCOUNTABILITY
5. The Committee is accountable to:


The Executive Team
Through the Executive Team, the Board.
6. The Chair of the Committee will be accountable for ensuring that the recommendations
to the Executive Team reflect appropriate consideration of:
a. Equality, Diversity and Human Rights
b. Staff Development
c. User Involvement
d. Resources (money, staff, information and IT)
e. Value for Money
f. Evaluation
g. Public Reporting
h. Environmental
i. Legal/governance
j. Corporate priority
k. Risks/interdependencies
l. Customer service
7. The Chair of the Committee will be responsible for ensuring that the Committee in its
operations adheres to and delivers the relevant requirements and outcomes of the
CQC Corporate Governance Framework
CONSTITUTION
Membership
8. The following constitutes the standing membership:










Deputy Chief Executive (Chair)
Director of Finance & Corporate Services
Deputy Director of Operations
Head of Human Resources Operations and Business Partnering
Head of Planning, Performance and Projects
Head of Operational Planning & Performance
Head of Regulatory Design
Head of Finance
Head of Intelligence and Information Management
Head of Governance
Quorum
Page 8 of 12
Terms of reference approved by ET 8th May 2012
Agenda Item: 10
Paper No: CM/02/12/09b
9. The quorum for a meeting is at least 50% of the membership, one of whom is the Chair
(or the Chair’s nominated deputy).
In attendance
10. Other officers may be invited to attend for discussion of items relevant to their
responsibilities.
Frequency
11. The Committee will usually meet monthly. Additional meetings may be called by the
Chair if necessary.
Support
12. Secretariat support is provided by the Corporate Secretariat.
GOVERNANCE
13. The Committee is a committee of the Executive Team. It makes recommendations to
the Executive Team.
14. The following Committees are sub-committees of this Committee:
 the Information Governance Group

the Business Continuity Committee

the Complaints Governance Group

the Health and Safety Committee

the Establishment and Recruitment Controls Committee

the Investment Committee (business case approvals and IT resource prioritisation)
15. Each subcommittee is required to provide a written report to the Committee following
each meeting.
16. The CDC Chair will present a regular written report to the Executive Team meeting,
following each meeting of the Committee, detailing key outcomes and decisions and
escalating any issues requiring decision by the Executive team, with recommendations.
17. The Committee operates within the Commission’s Scheme of Delegation, ensuring that
appropriate issues are referred to the Executive Team, or the Board, as set out in the
Scheme (see attached link)
http://intranet.cqc.local/CQCIntranet/about-cqc/governance/chairman-andboard.aspx#schemeofdelegation
Page 9 of 12
Terms of reference approved by ET 8th May 2012
Agenda Item: 10
Paper No: CM/02/12/09b
TERMS OF REFERENCE FOR THE
CORPORATE CHANGE COMMITTEE (CCC)
PURPOSE
1. As a sub-committee of the Executive Team the purpose of the Corporate Change
Committee is to support the Executive Team by:

Ensuring the effective and timely delivery of programmes and projects designed to
effect change to the corporate operation of CQC or to modify or extend CQC’s
responsibility

Ensuring the effective management of the risks and threats to those programmes
and projects and making recommendations to the Executive Team.

Identify implications from proposed changes for in year delivery and make
recommendations to the Executive Team.

Ensure an effective and timely transition from proposals for change and
programmes of change to ‘business as usual’ implementation of revised processes.
2. The Executive Team will determine which programmes and projects fall within the remit
of the CCC.
ROLE & RESPONSIBILITIES
3. The current role and responsibilities of the Committee (which are likely to change
annually with the change in business plan delivery) are to oversee and scrutinise:










The development of proposals to revise CQC’s strategy
The development of improvement to business processes for registration of
providers
The development of improved measures and improved management information
The development the Quality and Risk Profile (QRP)
The development the provider profile
The development of proposals and processes to enable CQC to discharge new or
modified functions – the Future of Care programme
The programme to deliver the action plan to address External Scrutiny
The development of proposals, supporting processes and tools for joint working
with other bodies
Proposals and the implementation of structural change or changes to pay and
grading arrangements
Arrangements for the formal governance of and coordination of corporate
programmes and projects
Page 10 of 12
Terms of reference approved by ET 8th May 2012
Agenda Item: 10
Paper No: CM/02/12/09b
EVALUATION
4. The criteria for the success of the Corporate Change Committee will be:


Effective co-ordination and prioritisation of CQC’s programmes and projects
Adverse impacts to “business as usual” from new projects are identified, minimised
and managed effectively
ACCOUNTABILITY
5. The Committee is accountable to:


The Executive Team
Through the Executive Team, the Board.
6. The Chair of the Committee will be accountable for ensuring that the recommendations
to the Executive Team reflect appropriate consideration of:
a. Equality, Diversity and Human Rights
b. Staff Development
c. User Involvement
d. Resources (money, staff, information and IT)
e. Value for Money
f. Evaluation
g. Public Reporting
h. Environmental
i. Legal/Governance
j. Corporate priority
k. Risks/interdependencies
l. Customer services
7. The Chair of the Committee will be responsible for ensuring that the Committee in its
operations adheres to and delivers the relevant requirements and outcomes of the
CQC Corporate Governance Framework
CONSTITUTION
Membership
8. The following constitutes the standing membership:
 Deputy Chief Executive (Chair)
 Director of Human Resources
 Head of Performance & Planning
 Head of Operations Improvement
 Head of Communications Delivery
 Head of Future of Care Programme
 Head of Quality & Risk Profiles
 A Deputy Director of Operations
 Head of Governance
Quorum
Page 11 of 12
Terms of reference approved by ET 8th May 2012
Agenda Item: 10
Paper No: CM/02/12/09b
9. The quorum for a meeting is at least 50% of the membership, one of whom is the Chair
(or the Chair’s nominated deputy).
In attendance
10. Other officers may be invited to attend for discussion of items relevant to their
responsibilities.
Frequency
11. The Committee will usually meet monthly. Additional meetings may be called by the
Chair if necessary.
Support
12. Secretariat support is provided by the Corporate Secretariat.
GOVERNANCE
13. The Committee is a committee of the Executive Team. It makes recommendations to
the Executive Team.
14. The Chair will present a regular written report to the Executive Team meeting, following
each meeting of the Committee, detailing key outcomes and decisions and escalating
any issues requiring decision by the Executive team, with recommendations. This
report will provide also assurances that the Committee has discharged its governance
functions.
15. The Committee operates within the Commission’s Scheme of Delegation, ensuring that
appropriate issues are referred to the Executive Team, or the Board, as set out in the
Scheme (see attached link)
http://intranet.cqc.local/CQCIntranet/about-cqc/governance/chairman-andboard.aspx#schemeofdelegation
Page 12 of 12
Download