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ANNEX A
CQC Corporate Governance Framework
Introduction
This document describes CQC’s Corporate Governance Framework: what it is
intended to achieve, what the components of the Framework are and how
those components are intended to operate together. This is a public document
and will be published on the CQC website.
The formal Corporate Governance Framework is attached. It sets out:
1. The legislative context in which CQC operates
2. CQC’s accountability
3. CQC’s purpose and values
4. The key elements of good governance
5. The structures which support good governance at Board level and
in the Executive
6. The roles which support good governance at Board level and in the
Executive
7. Board behaviours
8. The key processes in CQC which deliver good governance
9. Assurance Framework
10. External scrutiny and oversight
11. Disclosures and statements required in support of accountability
When taken together, these elements operate to facilitate the leadership,
direction and control of the CQC and to enable its long-term success.
What does CQC mean by Corporate Governance?
Governance in the public service is about how public service bodies ensure
that they are doing the right things, in the right way, for the right people, in a
timely, inclusive, open, honest and accountable manner. 1
In short, Corporate Governance is, as stated above, about the way in which
the organisation is led, directed and controlled. This short definition is
underpinned by the Cabinet Office’s definition: corporate governance “defines
relationships and the distribution of rights and responsibilities amongst those
who work with and in the organisation, determines the rules and procedures
through which the organisation’s objectives are set, and provides the means
of attaining those objectives and monitoring performance. Importantly, it
defines where accountability lies throughout the organisation.”2
Stakeholders increasingly recognise the importance of corporate governance
and the part it plays in ensuring that public bodies are run efficiently and
economically, meet their objectives, are open and transparent, can be
effectively held to account and deliver value for money for the public purse.
CQC’s stakeholders, including the public, will expect, rightly, that CQC can
demonstrate excellence in corporate governance, not least because as a
1
2
CIPFA definition: CIPFA and OPM, The Good Governance Standard for Public Services
Cabinet Office, Corporate Governance in central government departments, p. 9
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regulator it holds other organisations to account for the quality of their
governance. CQC wishes -- and others will expect it -- to lead by example.
CQC also recognises that governance is not just about having the right
principles, processes and structures in place3. Good governance is about
behaviour, particularly the behaviour of the Board, in setting the values for the
organisation, setting its strategic direction and providing challenge and
support to management in delivering its obligations. The Chair of CQC has a
key leadership role in setting the “tone” for the Board and for the whole of
CQC.
The purpose of CQC’s Corporate Governance Framework
The aim of the CQC Governance Framework is to add value to the
organisation by providing the optimum governance with the lowest overhead
and minimal obstruction to the day-to-day running of CQC.
Along with line management structures, the Framework provides a
mechanism to allow the CQC to be effectively led and directed. This is
especially critical in a large, complex and geographically dispersed workforce.
Governance processes are designed to be as user-friendly as possible
consistent with their purpose. Nevertheless, one purpose of the Framework is
to ensure there is effective control across CQC; in practice this means
ensuring that line management at all levels is empowered where it has
authority, and constrained where is does not.
CQC also recognises that effective and mature management of risk not just
reduces adverse impacts but also enables the organisation to be positive and
proactive in the way it delivers its business. A systematic and consistent
approach to the management of risk supports and enhances staff’s ability to
make decisions, provides management with a clearer understanding of
potential risks, their impact, what needs to be done to manage them and the
assurance that they are being managed effectively.
A key purpose of the Framework is to provide assurance -- that the right
things are being done in the right way and at the right time -- up through the
line management chain. Operating the requirements of the Framework,
providing assurances and evidence as required and using assurance to
identify where improvements can or must be made, must form part of the dayto-day responsibilities of line managers. The time and effort required must,
therefore, be factored into business plans.
Benefits of effective governance in CQC
The benefits to CQC, and in turn to the public, of effective corporate
governance include:
 adding value to the organisation, underpinning change and
modernisation
 clarity about what CQC’s objectives are via effective strategic and
business planning;
3
See Report of the Financial Reporting Council on the UK Governance Code 2010
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clarity about levels of authority to make decisions;
clarity about what decisions have been made, by whom, when and
why;
the generation of reliable management information to demonstrate and
track progress toward meeting targets and objectives;
risks to the delivery of objectives are identified and appropriate controls
put in place and maintained;
line and audit management assurances that risk to meeting objectives
are identified and that that controls for those risks are being applied
and are effective;
to provide independent assurance via audit that business processes
are fit for purpose and are being operated; and that statutory
requirements, for example to manage information in accordance with
legal requirements, are being met;
resources are deployed effectively and efficiently to manage risks and
issues as they arise;
CQC is not acting outside of its remit and authority.
The Corporate Governance Framework will only be effective if the different
elements, described and explained in the attached document, are fully
integrated and work together harmoniously and in support of each other.
The scope of the Governance Framework
Often the most readily identifiable elements of a Corporate Governance
Framework are the organisation’s formal Boards and Committees, by which
the organisation is led. Good governance means having a clear statement of
their respective roles and responsibilities and how they relate to each other.
These are set out in the accompanying document, as well as the processes
and policies which support the Framework.
At various times, formal CQC programmes are set up to deliver specific
objectives in the business plan. Where this is the case those programmes will
report into one of the established structures above. Details of current formal
programmes can be found on the intranet:
http://intranet.cqc.local/CQCIntranet/about-cqc/governance/corporate-planning/managingprojects.aspx
There will be other ad hoc committees and groups operating legitimately
within CQC, for example to engage with stakeholders, or set up by line
management to help consider issues in detail or deliver specific Directorate
tasks or business plan objectives. These groups are not part of the
governance framework because they carry out management functions and do
not have responsibility for governance or policy decisions which can bind
CQC. The Executive Team Subcommittees are included because, while they
deal with management issues (eg the re-allocation of resources), they can
also take policy decisions which will impact on the whole organisation. Unless
a committee or group is specified in this document, it does not form part of the
CQC governance structure.
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Details of all the governance structures, including their membership, terms of
reference, and other associated documents can be found on the CQC website
and intranet governance pages.
Responsibility for the Corporate Governance Framework
The Framework exists to support and challenge CQC in its accountability. The
CQC Chief Executive is accountable as CQC’s Accounting Officer for the
operation of the Governance Framework, which has been mandated by the
CQC Board.
Operating within the Framework is therefore not optional for line managers. All
CQC line managers are responsible for being familiar with and operating
within the Framework themselves and ensuring that their staff also
understand their responsibilities and obligations. Governance responsibilities
should be included within the process for setting and monitoring staff
objectives (the Performance and Development Review process).
Supporting the Corporate Governance Framework
The formal structures in the Corporate Governance Framework are supported
in their operation by the CQC Secretariat in Corporate and Legal Governance
Services.
Monitoring and review of the Corporate Governance Framework
Monitoring the operation of the Framework is the responsibility of the
Governance and Legal Services Director. The Directorate will provide reports
to the Executive Team and the Board about its effective operation, making
recommendations for changes and improvement as required. The day-to-day
lead for the Framework as a whole is the Head of Governance to whom
queries about the Framework should be directed in the first instance.
The Framework will be reviewed annually to ensure that it remains up-to-date
and fit for purpose. As and when CQC’s remit changes – for example when it
takes on new or additional functions eg from the National Information
Governance Board – then the Framework will be revised to reflect that. It will
also be revised to take account of any new requirements from the CQC/DH
Framework document which is currently under review.
Internal Audit provides an annual independent assurance on the adequacy,
application and effectiveness of governance in CQC. The CHIEF EXECUTIVE
is also required as the Accounting Officer to include a Governance Statement
in the Annual Report and Accounts laid before Parliament, which is subject to
scrutiny by the National Audit Office.
Governance and Legal Services Directorate
May 2012
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THE CQC CORPORATE GOVERNANCE FRAMEWORK
1.
Legislative Context
The Care Quality Commission (CQC) is an executive non-departmental public
body established by legislation to protect and promote the health, safety and
welfare of people who use health and social care services and as the
regulator of all health and adult social care services. CQC’s statutory
functions are set out principally in the Health and Social Care Act 2008 but
also in other legislation (a summary of applicable legislation is at Appendix 1).
The CQC comprises a minimum of six and a maximum of ten Commissioners
who are appointed by the Secretary of State, and make up the CQC Board.
The Commissioners, who are appointed on the basis that they possess a
range of skills and experience relevant to CQC’s business, are responsible for
setting the strategic direction of CQC but have no executive powers. The
executive role in CQC is carried out by the Chief Executive Officer and her
Team.
As an Arms Length Body4, CQC aims to have a good working relationship
with its Sponsor Department, the Department of Health, where its
responsibilities and accountabilities are clear and delivered through
appropriate governance arrangements. DH and CQC agreed a Framework
Document in 2010 which sets out CQC’s purpose, its governance and
accountability, management and financial responsibilities and reporting
procedures. It is currently under review to take account of additional
responsibilities being given to CQC and other legislative changes introduced
in the Health and Social Care Act 2012.
2. CQC is accountable
At the heart of good governance is accountability. CQC makes itself
accountable in a number of ways, including through formal reports, regular
engagement with stakeholders and public consultation.
2.1 Accountability to Parliament and the Department of Health
CQC is accountable to Parliament through the Secretary of State for Health.
CQC’s formal accountability is through:
 Its published Framework Document with its Sponsoring Department
 Laying its report and accounts annually before Parliament
 The Appointment of the Chief Executive as the Accounting Officer
 External audit of its accounts by the National Audit Office on behalf of
the Comptroller and Auditor General
 Publishing information about its activities in accordance with its
publication scheme
 A Strategic Plan which is published and forms the basis of regular
meetings with DH
4
Requirements on an Arms Length Body are set out in Managing Public Money and in
Corporate governance in central government departments
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Widespread consultation on the Strategic Plan to which it responds
publicly; and
A clear complaints process
The DH/CQC Framework Document sets out how the Department expects
CQC to report to the Department, in addition to the AO’s accountability
responsibilities to Parliament. Appendix 2 sets out further detail of CQC’s
accountability arrangements to DH. Performance reporting to DH includes:
 Monthly monitoring information on financial performance against budget
to be sent to DH sponsorship team,
 Quarterly accountability meetings between DH officials and CQC senior
officers to consider, at a strategic level, how CQC is performing and
managing risk, The meetings are attended by the CQC Chief Executive
and chaired by the Senior Departmental Sponsor. The minutes will be
shared with the CQC Board for consideration at its private meetings.
 Six monthly meetings between the SofS and the CQC Chair to discuss
CQC’s performance and any relevant issues
 An annual appraisal of the CQC Chair by the DH Permanent Secretary
 An annual report and Governance Statement which must be sent to DH
two weeks in advance of publication in Parliament. In addition to reporting
on the accounts and requirements on financial management, the annual
report is required to outline CQC’s main activities during the year and how
well it has performed; and set out its plans for the coming year. In
accordance with good practice in relation to annual reports, it should
include an assessment of significant risks and how these have been
managed, how the CQC has engaged with stakeholders, and how well the
Board has performed in its leadership capacity.
 Five yearly reviews of CQC’s status: the next quinquennial review is due in
2015.
Finally, in the event of what Secretary of State believes to be a significant
failure by CQC to discharge a function properly, the Secretary of State has
power to make a direction to CQC.
Key contribution to governance: when the accountability to the
Secretary of State is effective, Parliament and the Department of Health
can be sure that CQC is discharging its statutory purpose economically,
efficiently and effectively.
2.2 Accountability to stakeholders and the public
In addition to its Parliamentary accountability, CQC aims to be open and
transparent in reporting on how well it is discharging its responsibilities. The
Board meets quarterly in public. CQC publishes an annual ‘state of care’
report which provides details of compliance and enforcement action across all
sectors. The CQC website provides information about which health and
social care providers are meeting essential standards, to help people in
making choices about their care or in raising concerns with CQC.
CQC seeks to involve people in its core activities to ensure that people’s
views and experiences are taken into account in decision-making. CQC
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undertakes a range of surveys; and has set up panels to include a wide range
of people from across the services it regulates. People are also involved in
consultations eg on its strategic plans, training events, workshops etc.
CQC involves people in its inspections, particularly people from harder to
reach service users. These people known as Experts by Experience are
trained and authorised to accompany inspectors to assist in talking to service
users.
Key contribution to governance : when CQC’s engagement with
stakeholders and the public is effective, CQC can demonstrate that its
strategic priorities and activities take account of community aspirations
and the experience of users and that it is properly accountable.
3. A clear purpose: what is CQC there to do?
Being clear about the organisation’s purpose is the first requirement of good
governance. CQC’s purpose, set in legislation, is to protect and promote the
health, safety and welfare of people who use health and social care services.
It has a role in encouraging wider quality improvement of health and social
care services through its reviews and by publishing independent comparative
information; and through its regulatory activity.
In delivering its mission, CQC aims to
 support people to live healthy and independent lives;
 empower individuals, families and carers in making informed
decisions about their care; and
 be responsive to individual needs and focus on the needs and
experiences of those who use health and social care services; and
 promote the efficient and effective use of resources in the provision
of health and social care services.
CQC’s Mission statement and Values are being reviewed as part of the
process for setting a new Five Year Strategy. It will be issued for consultation
in June and finalised by the end of 2012.
Key contribution to governance: when CQC as a whole is clear about its
strategic purpose and the values by which it operates, all parts of the
organisation can effectively share in CQC’s vision and ensure that they
support the outcomes which CQC seeks to achieve.
4. Key principles of good governance in CQC
Good governance will enable CQC to focus and deliver its strategic purpose.
The key elements are:
 Governance arrangements which add value to CQC, underpinning
change and modernisation
 A Board which provides strategic leadership to CQC and takes
collective responsibility for the long-term success of the organisation
 Clear division of responsibilities between the Board and the Executive
so that no one individual has unfettered power of decision
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A Chair of the Board who takes responsibility for leadership of the
board and for ensuring its effectiveness
A Board with the appropriate balance of skills, experience,
independence and knowledge to enable them to discharge their duties
and responsibilities effectively; rigorous and transparent procedures for
appointing new Board Members; induction of Board Members and
suitable training; annual review of Members’ effectiveness as
individuals and of the Board as a whole
A level of probity across the organisation which ensures that Board and
staff behave according to agreed standards and act in an open and
transparent manner.
Effective management of key internal processes including setting
strategy, business planning, performance monitoring, managing risk
and managing information requirements
Levels of remuneration for the Executive Team and senior officers set
independently by the Board
Accountability to Parliament and clear and realistic communication with
stakeholders, through its annual reports and statutory disclosures
The key governance principles are delivered through the CQC Board and
Committee structure, key roles and key policies and processes. These are
described below.
5. Structures
The Board and Committee structure which supports CQC’s governance
responsibilities are as follows.
5.1 The CQC Board
Purpose
The Board of Commissioners is the senior decision-making structure in CQC.
It provides strategic leadership to CQC, ensuring that it will be successful and
sustainable in the longer term. The role of the Board is fully described in the
current Framework Agreement between the CQC and the Department of
Health and in the Board’s Standing Orders.
Membership
The Board consists of the CQC Chair and Commissioners, and once
appointed will include the Chair of Healthwatch England. All Commissioners
are public appointees, appointed by the Secretary of State for Health. All the
Commissioners are appointed as non-executive members of the CQC Board
for a period of up to fours years, which is renewable once.
Non-executive responsibility of the Board
While the Board is empowered to make decisions, the members do so
collectively, in full session. Each member has equal responsibility to
participate in Board discussions and decisions; and then to abide by the
collective decision of the Board.
With the exception of the Chair who can take Urgent Action under certain
circumstances, Board Members do not have executive powers.
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The Board delegates executive responsibility to the Chief Executive. It is the
job of the Board, individually and collectively, to challenge the Executive to
achieve high performance, to seek assurance that what is claimed is being
done and achieved, and that actions taken and processes put in place are
effective in achieving what was intended.
Main responsibilities
Within the framework set by DH for the health and social care system as a
whole and particularly for the role of regulation and standard setting within
that system, the CQC Board determines CQC’s mission, vision and values. In
support of that, the Board:
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sets the CQC strategy and signs-off the CQC strategic plan containing
the strategic objectives
approves the CQC business plan which is designed to achieve CQC’s
strategic objectives
monitors the performance of CQC against the business plan and holds
the CQC Executive to account for that performance and for the proper
running of CQC (ie in accordance with legal and cross –Government
requirements)
sets the risk appetite for CQC, approves the risk management
processes, and owns the strategic risk register, identifying and
escalating to the Secretary of State where there are risks which may
threaten CQC’s ability to meet its objectives or ability to discharge its
regulatory responsibilities
sets and addresses the culture, values and behaviours of the
organisation
determines which decisions it will make and which it will delegate to the
Executive Team via the Scheme of Delegation
approves all CQC statutory publications, including the Annual Report &
Accounts, the State of Care report, the report on the operation of the
Mental Health Act, and the report on the operation of Deprivation of
Liberty Standards.
takes high level policy and organisational design decisions where these
will characterise the type of regulator and monitoring body CQC will be
or will be perceived to be. So, for example, the CQC Board will approve
the CQC regulatory model and enforcement policy
acts impartially and is not influenced by external relationships.
Accountability
The Board is accountable to Parliament, the Secretary of State for Health and
the public via the Chair (see section 2).
Board meetings
The Board meets regularly. It meets quarterly in public to review, via the
performance scorecard, targets, performance and progress toward the CQC
strategic and business plan objectives.
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The Board meets in private as required to receive reports on matters which
are confidential in relation to individuals, are sub judice, to consider draft
reports prior to publication and to consider early drafts of policy proposals,
consultation documents etc. While the default position is that most matters will
be considered in public, the Board has agreed that some matters should
always be taken in private session: 5
 Identification of personal information of service users, carers, staff
members etc., or discussing a case which may identify them
 Redundancy of individuals
 Details of specific CQC regulatory action where public discussion
would be prejudicial
 Legal advice to the Board
 Matters pertaining to negotiation positions with third parties
 Strategy development sessions
 Board development sessions
 All Board sub-committee meetings
The Board expects the Chief Executive and all Directors to attend all Board
meetings. Other officials may be required to appear as necessary.
Key contribution to governance : when the Board is operating
effectively, the CQC will be, and perceived to be, well led, well directed
and well controlled whilst achieving its strategic objectives.
5.2 Subcommittees of the Board
The Board is supported in its work by its sub-committees.
5.2.1 Audit and Risk Assurance Committee (ARAC)
Purpose
The Audit and Risk Assurance Committee’s role is to provide independent
assurance to the Board on risk management and internal control and
governance systems. Its terms of reference have been drafted in line with the
principles of good governance and guidance laid down by Treasury and the
National Audit Office.
Membership
The Audit and Risk Assurance Committee (the Committee) comprises 3
Board members, augmented by two independent non-executive members
who have no other connections to CQC and are able to provide the
Committee with wholly independent expertise and perspective.
The Chair of the Board’s subcommittee, who is a member of the Board, is
also expected to have the necessary skills to enable them to discharge their
responsibilities. In order that the Committee can provide the Board with
advice and challenge, it is not appropriate for either the CQC Chair or the
Healthwatch England Chair to be members of this Committee.
5
January 2012 paper to the Board, agenda item 13, CM0111211 (P) Private Board
meetings.doc
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Main responsibilities
The Committee supports the Board by examining in detail the CQC
arrangements to identify and manage risk, conduct a programme of internal
audit and annual external audit, and identify and deal with fraud and bribery;
and by reporting to the Board on its findings with recommendations, when
required, for remedial action. In support of that role, the Committee:
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obtains assurances from the Executive about the adequacy of the
design and operation of the processes and systems to support the
above arrangements and tests these
approves the annual programme of internal audits and determines
whether agreed management actions are being carried out in line with
the agreed timescales and whether those actions are effective in
securing the improvement envisaged.
reviews the CQC risk management framework, examines risk registers
to seek assurance that risks are properly identified, that risk controls
and mitigating actions are being maintained and that these are
effective
oversees the preparation of the draft financial accounts and
Governance Statement, provides assurance to the Board that the
appropriate financial accounting policies have been applied and
recommends to the CQC Board when these are ready to be signed by
the Chief Executive.
The role and remit of the Committee will expand in due course to encompass
the Healthwatch functions which CQC will acquire under the Health and
Social Care Act 2012.
Committee meetings
The Committee meets as required, typically between 5 and 7 times per
annum. The Chief Executive, Directors and other CQC officials may be
summoned to attend the Committee and answer questions about their
management of audit actions and risks controls. If summoned, all officials are
expected to treat attendance at the Committee as a priority. The Department
of Health may send an observer to ARAC meetings.
Key contribution to governance : when the ARAC is operating
effectively, the CQC Board will be able to demonstrate that it has robust
assurances that risk management and audit processes are fit for
purpose in design and are operating effectively in practice.
5.2.2 Remuneration Committee (RemCo)
Purpose
The role of the Remuneration Committee is to approve the remuneration of
the Chief Executive and CQC Directors and other senior managers (as
defined by Government). The Committee also oversees the pay and reward
arrangements for CQC staff and will take on responsibility for succession
planning.
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Membership
The Committee comprises 3 Board members, augmented by an independent
non-executive member. The Chair of the subcommittee, who will be a
member of the Board, is expected to have the necessary skills to enable them
to discharge their responsibilities.
Meetings
Typically the Committee will meet between 2-3 times per annum.
Key contribution to governance : when the RemCo is operating
effectively, the CQC will be able to demonstrate that it has pay and
reward arrangements in place for senior managers which satisfy
government policy requirements, are defensible and support CQC in
meeting its strategic and business plan objectives.
5.3 Statutory Advisory Committees
Primary legislation founding CQC includes a requirement for CQC to have at
least one statutory Advisory Committee. It also allows for other such
Committees as CQC may require or the Secretary of State might determine.
Currently there is one such Committee; two more are envisaged in draft
legislation.
These Committees are not Board subcommittees and do not discharge duties
on the Board’s behalf. They promote engagement with CQC’s stakeholders.
Their terms of reference, which are agreed by the Board, enable the
Committees to provide the CQC Board with advice on the discharge by CQC
of its functions. This advice can be provided whether or not it is sought by
CQC.
The proceedings of the Committees are published.
5.3.1 Stakeholder Committee
Purpose
The Committee’s role is to provide advice to CQC’s Board and Executive
Team on specific questions of strategy and policy put to it by the Board.
Membership
This Committee membership is chosen to represent the spectrum of views
(formally or otherwise) of CQC’s most important stakeholders. The
membership can be altered as required, and is reviewed annually.
The Board has determined that the Stakeholder Committee will be chaired by
a CQC Board member.
Responsibilities
The Committee will operate in accordance with a programme of work agreed
with the Committee. The Committee may form Task & Finish groups to
consider particular issues.
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Accountability
The Committee provides advice to the Board.
Key contribution to governance : when the Stakeholder Committee is
operating effectively, the Committee’s advice is constructive in helping
to improve the effectiveness and/or reputation of CQC.
5.3.2 Healthwatch England Committee (HWE)
Purpose
The Health and Social Care Act 2012 made provision for the establishment of
a new statutory Committee within CQC, Healthwatch England (HWE). HWE’s
primary purpose is to be the national consumer champion for users of health
and social care services.
Membership
The membership of the Committee is still to be determined but will be drawn
from people with the relevant expertise and skills to enable HWE to discharge
its functions properly.
Responsibilities
HWE’s remit is wider than that of CQC and empowers HWE to comment on
the needs and experiences of users with regards to commissioning, public
health, health inequalities and social care of children and young people. It is
therefore
HWE will collate information from a variety of sources but particularly local
Healthwatches, to form a national picture and feed that to national bodies and
local authorities to inform their decision-making. HWE will also be able to
escalate concerns about health and social care services raised by the public
to CQC, and to other national bodies.
Accountability
HWE will be a statutory Committee of CQC, set up with a specific purpose
under para 6(1A) of Schedule 1 to the Health and Social Care Act 2008. The
HWE Chair will have a robust and respectful relationship with the CQC Chair.
Like the CQC Board, the HWE Committee will not have executive powers but
will delegate responsibilities to executive officers under a HWE Director.
HWE will have operational and editorial independence which will enable the
Committee to have its own strategic priorities and business plan. It will also
present its own report of its activity to Parliament. It will have a separate and
ring-fenced budgetary allocation with CQC budget. However, its accounts will
be consolidated within CQC’s annual accounts for presentation to Parliament.
Key contribution to governance: when the Healthwatch England
Committee is operating effectively, there will be a strong collective voice
of patients and users of health and social care services to inform
decision-making by CQC and other providers.
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5.3.3 National Information Governance Committee
Purpose
CQC has been given new functions under the Health and Social Care Act
2012 to monitor and report on how well registered providers handle and
manage information, including confidential care records.
The Act requires CQC to establish a National Information Governance
Committee (using its power under paragraph 6(3) of the 2008 Act) to advise
and assist in the exercise of this new function. The NIGC must be established,
and CQC must start exercising its new function, by 1 April 2013. Work is
currently underway to plan and implement the committee's governance
arrangements.
Key contribution to governance: when the NIGC is working effectively,
the public will have confidence that providers of health and social care
are managing confidential information correctly.
5.4 The Executive Team
Purpose
The Board has delegated responsibility for leading the organisation on a dayto-day basis to the Chief Executive6. The Chief Executive is responsible for
implementing the CQC’s strategic priorities and managing the delivery of
CQC’s services within a framework of strategic control contained within a
scheme of delegation. That scheme of delegation provides for the Chief
Executive to take executive action in accordance with CQC’s strategic
priorities and to delegate further to members of the Executive Team.
The Chief Executive leads the Executive Team. It is through the CQC’s
Directors that the Chief Executive both discharges the responsibilities
delegated by the CQC Board and the additional responsibilities required of an
Accounting Officer of an Arms Length Body (see further at 6.7)
Membership
The Executive comprises the senior staff within CQC: the CQC Chief
Executive, Deputy Chief Executive and Directors.
Main responsibilities
The Executive Team’s governance responsibilities are to:
 ensure that the CQC business plan objectives are being achieved and
deploy and re-deploy resources 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 CQC’s principal corporate risks and issues and ensure
appropriate resources are deployed to address these
6
In accordance with para 7 Schedule 1 to the 2008 Act and the CQC’s Standing Orders
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



implements and manages organisational culture, values and
behaviours
consider and approve and amend corporate operational policies and
business processes;
approve reports and proposals due to be presented to the CQC Board;
and
determine which of its governance responsibilities it wishes to
delegate to its subcommittees.
Accountability
The Executive Team is accountable to the Chief Executive. The Chief
Executive is accountable to the CQC Chair, Parliament and as Accounting
Officer to the Department of Health equivalent.
The Chief Executive will determine to what extent he or she wishes to
discharge the Executive’s governance responsibilities via a line management
relationship with Directors, or collectively via the Executive Team. The Chief
Executive may also use the Executive Team for management purposes. They
will keep under review the extent to which the above governance
requirements are achieved via the Executive Team or via the Chief
Executive’s line management of the CQC Directors. The guiding principle is
that matters are dealt with and decided via line management and that the
organisational structure is designed to facilitate decisions being made via the
line management structures. Only where there is a need for agreement across
line management structures (across Directorates) will the Executive Team
make such decisions. This will ensure that the Executive Team meetings are
used primarily for governance and not management purposes.
Key contribution to governance : when the Executive Team is operating
effectively, the CQC Chief Executive will be assured that the
responsibilities delegated from the CQC Board and associated with
being the CQC Accounting Officer are being discharged adequately;
and that risks and threats to CQC meeting its business plan objectives
are adequately controlled and mitigated.
5.5 Executive Team subcommittees
The Executive Team has three subcommittees which support it in managing
CQC and in discharging its governance responsibilities. More detail on their
responsibilities are included at Appendix B. The subcommittees are included
in the Governance Framework because of their governance responsibilities.
To help ensure the Executive Team can effectively hold its subcommittees to
account and to avoid duplication of work, the subcommittees are chaired by a
member of the Executive Team but are staffed by Heads of Function.
5.5.1 Regulatory Risk Committee
Purpose
The purpose of the Regulatory Risk Committee is to support the Executive
Team and the Board by:
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Monitoring the application of the regulatory risk framework and
providing reports and assurances;

Monitoring the effectiveness of the CQC’s regulatory model and
methods and make recommendations for improvement.
Accountability
The Committee provides a written report to the Executive Team and, uniquely
for an Executive Team subcommittee, a regulatory risk report to each meeting
of the CQC Board’s Audit and Risk Assurance Committee.
5.5.2 Corporate Delivery Committee (CDC)
Purpose
The purpose of the Corporate Delivery Committee is to ensure corporate
delivery against business objectives and to ensure effective management of
the risks and threats to meeting those objectives. The Committee has
responsibility for approving and reviewing all corporate policies which are not
reserved to the Executive Team or the Board.
Accountability
The Committee reports to the Executive Team and each Subcommittee
reports to the Committee.
5.5.3 Corporate Change Committee (CCC)
Purpose
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.
Accountability
The Committee reports to the Executive Team.
6. Key roles
A key principle of good governance is having clearly defined roles and
functions, including for the Board and for the Executive. Within CQC, there
are a number of roles which have specific responsibilities relevant to the
Governance Framework. These roles are detailed below. (See further
Appendix 4 for Current Role Holders.)
6.1 The CQC Chair
Role
The CQC Chair’s role is to enable and lead the organisation. This role is
crucial to the effectiveness of the organisation. The Chair is responsible for
leading the CQC Board, ensuring it discharges its responsibilities effectively
and in the public interest.
A complementary relationship between the Chair and Chief Executive is
important to delivering effective leadership of the organisation. The Chief
Executive is accountable to the Chair and Commissioners for ensuring that
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the Board is empowered to govern the organisation and that the objectives it
sets are accomplished through effective and controlled executive action.
Term of appointment
The CQC Chair is appointed by the Secretary of State for a period of up to 4
years, which may be renewed for a second term.
Main responsibilities
The Chair has particular responsibility for
 leading the Board and ensuring its effectiveness in all aspects of its
role
 setting the Board’s agenda
 ensuring that the Board conducts its business in an open and
transparent manner,
 ensuring that all Board members are able to participate fully in
discussions and decisions taken by the Board
 ensuring constructive relations between executive and non-executive
and between all participants at the Board
 ensuring that Board members conform to an appropriate standard of
behaviour, encouraging the use of behaviours in the boardroom that
will develop honest, frank, open discussion and encourage critical
challenge
 reviewing the effectiveness of individual Board members and of the
Board as a whole on an annual basis, reporting what has been done in
the annual report.
 ensuring that the CQC Chief Executive is held to account for the
performance of CQC in accordance with statutory requirements.
 representing the Board to stakeholders and the general public as well
as to Ministers, ensuring CQC retains public confidence.
The Chair’s responsibilities are set out in the DH Framework Document which
is supported by the Chair’s role description in the CQC Governance
Handbook.
Accountability
The Chair is accountable to the Secretary of State for Health.
Key contribution to governance : when the CQC Chair is effective, the
Board is well led and demonstrates the highest standards of integrity; ,
discussions are well informed, challenging and focused; and decisions
are clear and strategic.
6.2 The Deputy Chair
Role
Under the Board’s Standing Orders, the Deputy Chair can perform any of the
roles assigned to the Chair if the Chair is absent or otherwise unavailable.
Term of appointment
The Board is able to elect a Deputy Chair. The position is currently vacant.
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Main responsibilities
In governance terms, having a Deputy Chair helps with succession planning.
It helps to have another Board member who has sufficient familiarity with the
Board’s business to be able to chair meetings effectively, in the absence of
the Chair. Should the Chair stand down or be otherwise unavailable for an
extended period, the Deputy Chair would step into the Chair’s role until such
time as a substantive appointment could be made by SofS.
6.3 Board Members
Role
The Board Members constitute the Commission and have overall
responsibility for setting strategic direction for CQC (see 5.1 on the Board).
Term of appointment
Board Members are appointed for a term of up to 4 years which is renewable
once. They are appointed on behalf of the Secretary of State for Health.
Main responsibilities
The Commissioners are expected to use independent judgement to:
 contribute to the development of strategy
 agree the goals, business plans and objectives of the organisation
 scrutinise the performance of management in meeting agreed goals
and objectives and monitor the reporting of performance
 ensure that financial controls and systems of risk management are
effective and are being managed proactively
 ensure an effective culture, values and behaviours for the organisation
 ensure compliance with the requirements of internal standards,
external agencies and legislation
 represent the Board if required at official occasions etc
Accountability
The Board Members are accountable to Secretary of State via the Chair
Key contribution to governance :when the Board is operating effectively,
Members are clear about their role and act as a collegiate body. They are
knowledgeable and well briefed in advance of meetings and work
effectively for the public benefit. There is clarity about the service the
Board wants to deliver. Responsibilities are shared across all Board
members.
6.4 Independent Members of Board Subcommittees
Role
Independent Members of Board subcommittees may be appointed by the
Chair of each subcommittee to provide advice to the subcommittee.
Term of appointment
The term of appointment is at the discretion of the Chair of the Subcommittee.
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Main responsibilities
Independent Members are recruited by virtue of their experience and skills to
contribute their expertise to the Subcommittees’ discussions.
6.5 HWE Chair
Role
The Chair of Healthwatch England will provide leadership to the HWE
Committee and serve as a Commissioner on the CQC Board.
Term of appointment
The Chair of HWE will be appointed by the Secretary of State for Health as a
Commissioner of the CQC Board. The Chair (still to be appointed) will serve
for four years with the possibility of renewal for one further term.
Main responsibilities
 To lead the HWE Committee, ensuring that it meets its statutory
obligations and discharges its responsibilities efficiently and effectively.
 Ensure that strategic priorities and a business plan are set for HWE
 Overseeing the day to day running of HWE by the HWE Director
 Report on HWE’s activities to the CQC Board, as required by the CQC
Chair
 Maintain an effective relationship with the CQC Chair.
The HWE Chair will take a leadership role comparable to that of the CQC
Chair in relation to HWE.
Accountability
The HWE Chair will be accountable to Secretary of State for Health and to the
CQC Chair.
Key contribution to governance : when the HWE Chair is working
effectively, Healthwatch England will operate with ‘an unedited voice’
and act as the national consumer champion for local users of health and
social care services.
6.6 The Caldicott Guardian
Role
In accordance with the 1997 Caldicott Report, a CQC Board Member has
been appointed as the Caldicott Guardian and is registered as such with the
Department of Health. The Caldicott Guardian oversees the Board’s
responsibility for addressing information governance, particularly access to
patient-identifiable information, at the strategic level.
Responsibilities
The CQC Caldicott Guardian is a Board member appointment, with the
seniority and authority to exercise the necessary influence on policy and
strategic planning and carry the confidence of his or her colleagues to
manage the exposure of CQC to risk in this area.
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The Guardian liaises with CQC IM&T Security Officers, Data Protection
Officers and others charged with similar responsibilities, to ensure that there
is no duplication or omission of duties. They have overall responsibility for:
 ensuring that CQC systems and processes concerned with the
management and use of information relating to people who use
services is safeguarded and complies with national guidance, and the
law.
 regularly reviewing CQC’s disclosure of confidential personal
information about people who use services, making sure it is justified,
necessary, kept to a minimum, restricted to those with a 'need to know'.
The Caldicott Guardian has a particular responsibility to satisfy
themselves as to appropriateness when confidential personal
information is used for a new purpose or in a new way.
 ensuring that all staff involved in disclosing personal patient information
understand their responsibilities and comply with the law; for example
through proper training and induction.
 agreeing and reviewing protocols governing the disclosure of patient
information to other organisations so as to promote integrated care but
restricting access to patient information on a “need to know” basis.
 developing security and confidentiality policy, representing
confidentiality requirements and issues at Board level, advising on
annual improvement plans, and agreeing and presenting annual
outcome reports.
The appointment and responsibilities of the Caldicott Guardian are included in
CQC’s information strategy.
Key contribution to governance: when the Caldicott Guardian is
operating effectively, Government and the public can be sure that any
personal information held by CQC is properly safeguarded and managed
in accordance with the law.
6.7 Chief Executive – Accounting Officer
Role
In addition to the Chief Executive’s delegated responsibility for leading and
managing the organisation on a day to day basis (see 4. 3), the CQC Chief
Executive is the Accounting Officer for CQC. The Chief Executive has
responsibility to the DH Accounting Officer (the Permanent Secretary) and to
Parliament for providing assurance that CQC has complied with requirements
on the proper use of resources; has achieved value for money; complied with
financial procedures and legal requirements; has in place adequate internal
controls to support CQC in achieving its objectives and manages risk
effectively.
Main responsibilities
The Chief Executive’s responsibilities to the Department of Health as
Accounting Officer are for establishing, in agreement with the Board and the
Department of Health, CQC’s strategic and business plans in the light of the
Department’s wider strategic aims and current PSA(s); informing the
Department of Health of progress in helping to achieve the Department’s
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policy objectives; providing performance information to demonstrate progress;
and informing DH of any significant financial or other issues affecting CQC.
The responsibilities of the Chief Executive in this regard, both to Parliament
and to the Department of Health, are set out in the Framework Document
between DH and CQC.
Accountability
The Chief Executive accounts to Parliament by signing CQC’s annual report
and accounts, preparing a Governance Statement and signing a Statement of
Accounting Officer’s responsibilities. The Chief Executive also has a
responsibility to Parliament to ensure that effective procedures for handling
complaints about CQC are established and made widely known. As AO, the
Chief Executive can be called before the Public Accounts Committee to
answer questions on CQC’s stewardship of public funds. The CQC Chief
Executive will also act as AO for HWE in relation to its use of resources and
its compliance with legislation.
Key contribution to governance : when the Chief Executive is operating
effectively, there is clarity about the separation of responsibilities
between the Board and the Executive and clear delegation of functions.
The public can be sure that CQC is run on ethical standards, sound
financial management and accountable and transparent decisionmaking.
6.8 Deputy Chief Executive
Role
The Deputy Chief Executive plays a key part in shaping CQC's strategy,
leading on business planning, partnerships and customer service. The Deputy
Chief Executive supports the Chief Executive in managing the day to day
business of CQC and ensures that its internal business is progressed
smoothly. The Chief Executive retains line management responsibility for the
Executive Team.
Responsibilities
The Deputy Chief Executive is responsible for:
 acting as Deputy to the Chief Executive across all functions
 as an Executive Team member, leading the creation of the strategy
 providing challenge to improvement and efficiency of all functions
 leading corporate change programmes
Key contribution to governance: when the Deputy Chief Executive is
operating effectively the Chief Executive is supported in running an
effective organisation.
6.9 The Directors
Role
As senior officers of CQC, the Directors of the seven Directorates within CQC
have particular responsibility for ensuring that the CQC’s strategic priorities
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and business plan objectives are delivered and its functions are properly
exercised.
Responsibilities
All Directors report to the Chief Executive who sets out their responsibilities
and levels of delegation in Letters of Authority, which require Directors to:
 Attend all Executive Team meetings
 Operate within their delegated budget, adhering to CQC Financial
Instructions and cross-Government requirements eg by HMT
 Ensure their staff comply with Equality and Diversity requirements,
requirements of data protection and freedom of information, and health
and safety
 Provide accurate information to enable performance of the Directorate
to be monitored
 Maintain a directorate risk register, identifying risks to the delivery of
objectives, managing risks and taking mitigating action in accordance
with the CQC policy, including elevating risks where appropriate, and
ensuring that staff in their Directorate are adequately trained in risk
awareness
 Co-operate with internal audit in undertaking its reviews and implement
the agreed recommendations
 Co-operate with any investigations including into fraud
 Identify and declare potential conflicts of interest
 Provide management assurances
As well as the Deputy Chief Executive, several Directors have particular
responsibility in regard to effective governance:
 The Director of Governance and Legal Services has specific
responsibility for devising an appropriate system of internal controls,
governance and legal support and advice which enables CQC to fulfill
its statutory duties and focus upon achieving strategic objectives in an
efficient and cost effective manner;

The Director of Finance and Corporate Services has specific
responsibility for leading the development of the finance, Information
Systems & ICT, facilities and procurement strategies required to
support the delivery of CQC’s strategic objectives and for discharging
specific legal and cross-Government requirements of Finance
Directors.

The Director of Information and Knowledge Management has
significant governance responsibility related to the management of
information. They are likely to take on the role of SIRO (see below
5.11) and will be responsible for the effective implementation of CQC’s
Information Governance Policy.
Key contribution to governance: when the delegation of functions to key
senior managers is effective, there are clear channels of communication
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for holding people to account and for monitoring and evaluating
performance against objectives.
6.10 HWE Director
Role
The HWE Director, a senior CQC member of staff but not a member of the
Executive Team, will lead a team which will provide the HWE executive arm.
Responsibilities
The HWE Director will have responsibility for implementing the HWE business
plan, accounting to the HWE Chair for the implementation of the plan and
performance against targets set in support of the plan. The HWE Director will
have specific responsibility for ensuring that HWE Committee operates within
effective governance parameters.
Accountability
The HWE Director will be line-managed by the CQC Chief Executive and held
to account by them, as the Accounting Officer for CQC and HWE, for the
proper effective and efficient use of resources by HWE, its compliance with
the law and its compliance with any cross-Government requirement for Arms’
Length Bodies (ALBs). The HWE Director will not be a member of CQC’s
Executive Team, although can be asked to attend meetings from time to time.
Key contribution to governance: when the HWE Director is operating
effectively, HWE’s business plan will be delivered effectively and the
HWE Chair and Committee will work within an effective governance
framework.
6.11 SIRO
Role
The role of Senior Information Risk Owner (SIRO) is mandated by CQC’s
Security Policy Framework in 2009. It is currently taken by the Director of
Governance and Legal Services.
Responsibilities
The SIRO has responsibility for managing information risk across the
organisation and for ensuring that the data and information assets of CQC are
identified, processed, transmitted, stored and used in line with the principles
of good information governance and in compliance with CQC’s legal, statutory
and organisational requirements.
The SIRO is responsible for providing assurance to the Board on all aspects
of Information Governance. As part of this ongoing assurance, the SIRO
prepares an annual statement of Information Governance Assurance for the
Board and an annual statement on Information Governance Assurance as
part of the Commission’s Statement of Internal Control, as required by the
Security Policy Framework.
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Key contribution to governance: when the SIRO is operating effectively,
the public can be sure that any personal information held by CQC is
properly safeguarded and managed in accordance with the law.
6.12 Head of Governance
Role
The CQC’s Head of Governance has responsibility for delivering effective and
efficient support on a day to day basis to the CQC Board, Commissioners,
Chair and Chief Executive through CQC’s private offices and secretariat, and
for enhancing the effectiveness of CQC’s Corporate Governance Framework.
Responsibilities
The Head of Governance:
 provides governance advice and expertise to the Chair
 acts as Secretary to the CQC Board, advising the Chair and Board
Members on interpretation of the Board’s Standing Orders.
 is the guardian of the Corporate Governance Framework, ensuring that
the Framework is up-to-date and making recommendations for its
improvement of the Framework.
 is responsible for monitoring the compliance of the organisation with
the Framework and ensuring that failures in corporate governance are
addressed speedily and effectively.
 contributes to the development of the organisational culture that
embodies the values of CQC
 Ensures effective information flows between the Board, its Committees
and the Executive
Key contribution to governance: when the Head of Governance is
operating effectively, CQC can be sure that the purpose of the
Corporate Governance Framework is understood across the
organisation and that the key contribution which good governance
makes to the reputation of the organisation is recognised.
6.13 The CQC Secretariat
Role
The Secretariat in Governance and Legal Services has responsibility for
providing an effective and efficient service to ensure that the CQC Board and
the Executive Team have relevant and timely information which sets out
clearly the decisions required and any risks attendant upon those decisions.
Responsibilities
The CQC Secretariat:
 sets the schedule of Board and Committee meetings for each year
 assists the Board and its Committees to conduct themselves in
accordance with the CQC Code of Practice
 provides effective and efficient service to Board members including
providing papers and minutes for all Board and Committee meetings
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

arranges for each new member of the Board to have an induction
programme to enable them to be effective as Board members as
quickly as possible
arranges for Board members to receive training to enable them to
discharge their responsibilities
arranges for the Board to conduct Board development days
Key contribution to governance : when the Secretariat operates
effectively, Board and Executive Team members will be able to rely on
having good information in a timely manner in order to prepare for
discussions; will be sure that decisions taken are accurately recorded;
and that actions to follow up are pursued in readiness for the next
meeting.
6.14 Head of Internal Audit
Role
The Head of Internal Audit is responsible for establishing and maintaining an
effective in-house internal audit function that meets Government Internal Audit
Standards. The Internal Audit function is independent of the organisation’s
management.
Responsibilities
The Head of IA agrees a programme of audits, based on an assessment of
risk to the organisation from CQC activities, with the Audit and Risk
Assurance Committee, progress on which are reported regularly to the
Committee. By contrast with external audit, Internal Audit can review a wide
range of issues across the organisation to give an opinion on whether the
organisation complies with best practice, where there are shortcomings and
where improvements need to be made. It is for management to agree and
implement the recommendations made in Internal Audit reports.
The Head of Internal Audit is required to give an Opinion on CQC’s
governance arrangements for inclusion in the Annual Governance Statement,
reported to Parliament.
Key contribution to governance: when the Head of Internal Audit
oversees the internal audit function effectively, the CQC Board and
Executive Team can be sure that the organisation’s internal processes
are being reviewed independently and robustly and that potential
difficulties which might result in failures are highlighted, enabling
corrective action to be taken.
6.15 Line management
Role
All line managers are responsible for ensuring their teams are aware of and
comply with corporate governance requirements relating to their areas of
work.
Responsibilities
Line managers should
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

make sure staff are aware of their governance responsibilities including
compliance with CQC Financial Instructions, legislative requirements
such as Data Protection and Freedom of Information, Health and
Safety and Equalities as well as the requirements of managing
information in accordance with the Information Governance policy.
ensure their staff have adequate awareness of risk, including how risks
are identified, recorded and mitigated; and how concerns are escalated
and by whom
ensure staff are trained on corporate governance eg in team
discussions on a regular basis and the information needs of staff
defined.
Key contribution to governance: when CQC staff understand what is
expected of themselves and each other in relation to good governance,
they will perform more effectively in their own roles.
7. Board qualities
Increasingly corporate governance best practice recognises that effective
governance is not only about having good processes in place: it is
fundamentally about people’s behaviours, particularly that of the Board.7 The
Board’s role is to promote the culture, values and behaviours it wishes to see
in the conduct of CQC’s business.
Challenge as well as team-work are features of effective governance
behaviour. Board members need to be engaged, have adequate information
to enable them to ask questions and make high-quality decisions. To do that,
Board members need to:
 receive clear and concise information and briefing
 display sound judgement, being clear about the decision they are being
asked to take
 be aware of the requirement on and responsibility of the Board to act
as a corporate body
 be well informed and be prepared to ask for further information if they
are not clear
 be willing to ask for expert opinion where necessary
 be prepared to commit the time necessary for discussion and challenge
to ensure a good decision is made
 remain focused on the items under discussion and have objectivity as
the basis for challenge
 ensure that risk is seen as a key part of the decision-making process,
not just a compliance issue, and is addressed strategically and
sustainably
 be constructive and professional in the way in which they challenge
and give their opinion, listening respectfully to others’ comments
 be prepared to act and take decisions in the best interests of CQC, not
on the basis of personal self-interest or the interests of another body
7
Financial Reporting Council, Guidance on Board Effectiveness, March 2011.
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



engage in the task of developing themselves and the way they interact,
be open to feedback and to change
be respectful of the role of the Chair, directing questions through the
Chair and assisting the Chair to summarise discussion and clarify
decisions
keep confidential matters confidential
have integrity and strong inter-personal skills
Officers who attend Board meetings should be prepared to be challenged by
Board members as part of testing the robustness of the arguments they have
presented. Especially where a decision is likely to be contentious, officers
should set out clearly the processes they have gone through to arrive at the
recommendation including key decisions taken in the past. They should also
report on any independent assessment of the issue.
All Board Members are required to comply with a Code of Practice, with rules
governing use of public funds, and the Board’s Code on gifts and hospitality
and to make an annual declaration of interests, as well as to declare interests
on relevant issues at each meeting of the Board.
Key contribution to governance: when the whole organisation is clear
about the values and behaviours by which the Board operates, the
organisation will operate effectively, efficiently and ethically; and users
of CQC’s services will receive a high quality service and value for
money.
Board Members receive induction into the organisation and are also able to
take up opportunities to extend their knowledge and understanding of the
organisation through training.
The Chair undertakes a formal review of each Member’s contribution when
they are being considered for re-appointment. The Board recognises that it is
good practice to undertake its own assessment of effectiveness of its
performance, the performance of its subcommittees and of individual
members on an annual basis. It will hold an externally facilitated board
evaluation periodically as appropriate.
Board evaluation will focus on how effective the Board is as a unit, including
whether it has the right mix of skills and experience, whether the Board is
clear about its role especially in relation to the executive team, whether the
Board has succession plans in mind as well as development needs of the
Board, whether the Board is well supported by the quality of papers and
information it receives, and whether the papers are circulated in sufficient
time, whether the discussion of issues is adequate and decisions taken are
clear.
Key contribution to governance: when the Board has in place an
effective approach to evaluating its own effectiveness, it can readily
identify areas for improvement and development.
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8. Key processes and policies
CQC has a number of processes and policies which support delivery of good
governance. Setting strategy, business planning, performance management
and risk management go hand in hand to enable CQC’s objectives to be
delivered. The contribution which each process make to good governance is
described below.
8.1 Strategy setting
Every five years CQC is required to prepare a new strategic plan which is
then reviewed and updated annually. It is the Department of Health’s
responsibility to set the overall strategy for the health and social care system
including the role of regulation and standard setting within that system. The
CQC Board is responsible for setting CQC’s strategic priorities which reflect
CQC’s statutory duties and which have regard to Government policy. The
Chair is accountable to SofS for ensuring that the CQC priorities do support
the delivery of Government strategy.
As part of its strategy setting process, the Board approves the strategic
priorities and delivery priorities, the targets against which performance will be
monitored and allocates budget to various strands of work. It also identifies
potential risks which might impact on the achievement of the objectives and
allocates resources to help mitigate risks.
The next draft strategy will be issued for consultation in mid 2012 and
finalised for the start of the next financial year.
Key contribution to governance: when strategic oversight is effective,
CQC can demonstrate that it is well led, that its strategic priorities are
adequately resourced and there is a clear line of accountability for
monitoring.
8.2 Business Planning and programme oversight
Once CQC’s strategic priorities have been set, it is the responsibility of the
Corporate Delivery Committee, on behalf of the Executive Team, to approve
CQC’s annual business plan, ensuring that it supports the corporate business
plan with clear targets and resources for delivery and to monitor performance.
The CDC monitors progress against the business plans, performance against
targets and spend against budget and reports to the Executive Team which in
turn reports to the Board.
Each Director is responsible for developing their own business plan
demonstrating how the objectives of their Directorate support the strategic
objectives of CQC. Individual members of staff agree objectives with their line
manager to deliver the team’s objectives drawn from the Directorate’s
business plan. The achievement of individual objectives is monitored through
Performance and Development Reviews.
Business planning support is provided to CQC through the Planning,
Performance and Projects (PPP) team. One of their key responsibilities is to
provide programme and project expertise and support CQC systems of
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governance to ensure that the programmes are aligned with business
strategy.
Key contribution to governance: when there is clear and effective
alignment between the processes for setting strategic priorities and
Directorate business plans and for their monitoring, the organisation
will be more effective in achieving its outcomes consistently and
efficiently.
8.3 Corporate Performance reporting
As part of the strategic and business planning, the CQC Board agrees a
range of measures which will monitor CQC’s performance. These measures,
both volume indicators and quality indicators, are reported on monthly and
quarterly to the Executive Team. The quarterly report is provided to the
Department of Health for their monitoring purposes and to the Board.
Individual Directorates set their own performance indicators through which
they monitor their progress. These underpin the monthly and quarterly reports
to the Executive Team.
Key contribution to governance: when performance monitoring is
effective, the Board and the Executive Team can be reassured that CQC
is on track to meet its objectives and that Directorates are accountable
for the contribution they make to achieving CQC outcomes.
8.4 Risk Management process
The identification and effective management of risk is critical if CQC is to
discharge its responsibilities of protecting the well being and safety of the
general public, service users and employees. An effective risk management
system which can anticipate risks and identify opportunities means that the
Board and CQC as a whole can more effectively deliver its strategic priorities
within budget and on time. Risks are therefore identified proactively as a core
part of the strategy setting and business planning processes as well as
performance monitoring to ensure that the negative consequences can be
minimised and the benefits maximised.
The oversight of systems of control, especially those for managing risk, is one
of the Board’s main responsibilities. The Board holds CQC to account for the
delivery of its strategic priorities by ensuring that CQC has in place an
effective risk management process and by defining its risk “appetite”: that is,
those risks it is prepared to tolerate and those which must be dealt with
immediately.
The Board monitors the management of strategic risks at each meeting. The
system of reporting to and monitoring by the Board ensures that
Commissioners are aware of the most significant risks to CQC and can make
recommendations about improvements in control.
As a subcommittee of the Board, ARAC monitors the overall arrangements for
internal control including risk management and management assurance. In
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particular, the Committee liaises with the internal and external auditors to
agree areas for scrutiny. The ARAC receives minutes of sub-group meetings,
formal reports from audit, incident tracking and trend analysis, serious incident
tracking, complaints, claims and reports covering the governance and
assurance systems. ARAC provides reports to the Board on its findings
following each of its meetings.
The task of identifying and managing risks on a day to day basis falls primarily
to management. The Chief Executive, as Accounting Officer, has overall
responsibility for risk management. The Executive Team is responsible for
ensuring that CQC departments operate effective risk registers, from which
the monthly risk report is collated. The risk management process includes:
 Identifying what the risk is and how it might impact on CQC achieving
its objectives
 Defining who “owns” the risk
 assessing the likelihood and impact of the risk
 deciding how to respond to the risk with clearly assigned tasks and
timescales
 Regularly reviewing and updating
 Escalating risk if needed
 Identifying any failures in control
The Director of Governance and Legal Services is the designated
accountable Director for risk management. The Director of Finance and
Corporate Services is accountable for financial and IT risks.
Key contribution to governance : when risk is being identified and
managed effectively, the threats to CQC’s delivery of its statutory
requirements are minimised, resources and activities are properly
directed, and strategic and business planning are underpinned by
sound assessment of risk and threat.
8.5 Management Assurance process
Management assurance is about providing the necessary evidence that there
are effective routine controls in place to regulate day to day business and to
manage risks and prevent failures occurring. An effective management
assurance process ensures that the controls needed to mitigate these
potential risks are in place and operating effectively.
CQC’s management assurance process is intended to provide:
 Clarity of role for all managers and reports in relation to their
specific areas of accountability;
 The identification of key risks associated with these areas ( which
should be detailed also in business and operational risk registers);
 An agreed set of assurance checks for each area of accountability;
 Systematic and consistent checks to an agreed frequency;
 A mechanism to record whether assurances are being met or not,
and if not, the action taken by the manager;
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
Mechanisms within the corporate governance structure to escalate
areas where assurance cannot be provided, and remedial action
identified
A good management assurance process helps to safeguard CQC’s reputation
and provides a reliable basis for formal statements and disclosures, including
the end of year Governance Statement by the Accounting Officer for inclusion
in the annual report and accounts. The Board monitors the effectiveness of
the management assurance process through ARAC.
Key contribution to governance : when management assurance
processes are working effectively, the Board and Executive Team can be
sure that CQC has effective controls in place on a routine basis which
help to ensure that risks do not escalate.
8.6 CQC Information Governance policy
The Chief Executive, as the Accountable Officer, has overall responsibility for
information governance at the Commission and the Board is responsible for
ensuring that the information governance function is addressed at the
strategic level.
The regulation of all information, including that which will identify individuals,
is governed by a legal and governance framework set out in the Information
Governance Policy. The purpose of the policy is to ensure that CQC manages
information in such a way as to protect privacy and confidentiality and to
maintain public trust. This includes access to information, confidentiality and
data protection, assurance and risk management of information, and records
and document management.
Key contribution to governance: when the Information Governance
Policy is effectively operated, the Board and the Chief Executive can
discharge their responsibilities to protect confidentiality of information
and provide public reassurance.
8.7 CQC Corporate Complaints policy
People using services, carers and relatives, private and voluntary
organisations, statutory agencies, providers, and the general public all have
the right to comment on the manner in which CQC has discharged its
responsibilities. The Board has responsibility for ensuring that appropriate
policies and procedures are in place to manage complaints.
The CQC Corporate Complaints policy relates to complaints about the way in
which CQC carries out its role eg concerns about regulated services. CQC
welcomes comments and complaints because they can act as an early
indicator that a system is not functioning effectively or that CQC is not
explaining what it does sufficiently well. CQC analyses trends that prompt the
complaints to identify where improvements may be required. Complaints
might cover any of the following areas:
 Mistakes
 Lack of care
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





Failure to respond or unreasonable delay
Unprofessional behaviour
Bias
Lack of integrity
Failure to comply with standards
Failure to follow proper procedures
CQC does not have the power to investigate individual matters of complaint
relating to the services it regulates, with the exception of restrictions imposed
on people’s liberty under the Mental Health Act.
If the complainant remains dissatisfied with the outcome of their complaint,
they may then take it up with the Parliamentary and Health Ombudsman.
Key contribution to governance : when the Complaints Policy operates
effectively, CQC can demonstrate its accountability to the public for its
commitment to a high quality service for service users.
8.8 CQC Staff whistle-blowing policy
One of the important indicators of openness and transparency in an
organisation is the way in which it deals with allegations of wrongdoing at
work by employees. CQC expects all staff who have concerns about
wrongdoing at work to come forward and voice those concerns. The
Whistleblowing policy reassures staff that if they raise a genuine concern
about a dangerous, illegal or improper activity at work under the policy, they
will not risk losing their job or suffer from any retribution.
Some of the matters which might be the subject of whistleblowing are:
 failure to comply with a legal obligation;
 Criminal offences
 endangering the health and safety of any person;
 threat to the environment;
 miscarriage of justice; and
 deliberate concealment of any of the above.
The policy does not cover private grievances about an employee’s personal
position which are managed under the CQC Grievance Procedure.
The whistleblowing policy is monitored at Board level by ARAC. A member of
staff is entitled to contact the Chair of ARAC if they feel that their disclosure
has not been resolved in accordance with the policy.
Key contribution to governance : when the Whistleblowing Policy is
effective, CQC can have additional assurance that failures in
governance and service delivery will be identified.
9. Assurance Framework
The Assurance Framework provides independent assurance that the
processes which CQC has in place to exercise control are sufficient and
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effective. The role of management assurance and risk management are
discussed above.
9.1 Internal audit
The role of CQC’s internal audit is to provide independent assurance to the
Board and the Executive Team that CQC’s risk management, governance and
internal control processes are operating effectively.
CQC is required under Treasury rules to establish and maintain arrangements
for internal audit, which it has done through an in-house function. Internal
audit can review a wide range of functions, including management functions,
to detect any failures in management control which might impact on CQC’s
effectiveness.
An internal audit plan is agreed by ARAC each year, based on areas of risk.
Internal audit reports normally include an assessment of the current state of
the function compared with best practice and make recommendations for
improvement. Once accepted by management, the recommendations should
be progressed within the timescales agreed. Progress on the internal audit
reports is monitored by ARAC who can hold individual officers to account for
the delivery of internal audit recommendations.
The internal auditors are also required to report annually on fraud and theft at
CQC and to report any unusual incidents to the Department of Health.
Key contribution to governance : when Internal Audit function is
operating effectively, CQC has independent assurance that its systems
and processes are robust and that potential failings will be identified at
an early stage; and that CQC is compliant with statutory requirements.
9.2 External audit
As a public body, CQC’s annual accounts are audited by the Comptroller and
Audit General (C&AG) before they are laid before Parliament, together with a
report from the C&AG. The C&AG will commission either the National Audit
Office and/or a commercial firm to undertake the audit which focuses on
identifying financial risks: CQC’s audit has been carried out by the NAO in
conjunction with DeLoittes. The findings of the draft audit report are reported
to ARAC before the audit report is laid before Parliament.
The C&AG also has the power to carry out reviews of the CQC’s economy,
efficiency and effectiveness in using its resources.
The C&AG has a statutory right to access any documents relevant to the audit
or reviews and will report to the Department of Health any issues which
impact on the Department’s responsibilities in relation to CQC.
Key contribution to governance : when the Auditors’ Opinion is
Unqualified, Parliament and the public can be sure that CQC’s financial
position has been accurately reflected and that issues requiring
attention are being managed appropriately.
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10. Scrutiny and oversight
10.1 DH Performance and capability reviews
The Department of Health can undertake interim reviews of CQC should the
need arise. In 2012, the Department published the first Performance and
Capability Review of the Care Quality Commission, following on from reports
in 2011 to the Health Select Committee and the National Audit Office. The
purpose of the review was to provide challenge and reassurance to the public,
the Department and Parliament that CQC was improving its performance and
that action would be taken to build and sustain its capability for the future.
The Review, chaired by the Permanent Secretary with a panel of senior
departmental officials and external reviewers, included a number of
recommendations for both CQC and the Department based on six key lines of
enquiry. The review found that:
 CQC needed to become more strategic and set out more clearly what
success looks like.
 accountabilities between the Board and the executive team needed to
be clearer
 the underlying regulatory model was still developing and CQC needed
to gather more practical evidence of its effectiveness.
DH has indicated that it intends to undertake Performance and Capability
reviews of all of its partner organisations.
10.2 External scrutiny
As a public body accountable to Parliament, the CQC is subject to external
scrutiny by a range of bodies including:
 Parliamentary select committees, principally the Public Accounts
Committee and the Health Select Committee.
 The Parliamentary and Health Service Ombudsman who is responsible
for investigating complaints that the NHS, government departments,
agencies and other public bodies have not acted properly or fairly, or
have provided a poor service.
 The Local Government Ombudsman who is responsible for
investigating complaints that social care has not been delivered
properly or fairly.
 The National Audit Office which in addition to any audit functions can
undertake efficiency and effectiveness reviews (see 5.10)
 The Information Commissioner upholds information rights in the public
interest, promotes openness by public bodies and data privacy for
individuals. It advises on the operation of the Freedom of Information
Act 2000 and can overrule an organisation’s decision not to release
information. It also advises on the Data Protection Act 1998 and
monitors whether an organisation is complying with the requirements of
being a data controller.
Key contribution to governance : when scrutiny is effective, Parliament
and the public can be sure that CQC is properly accountable and open
about its successes and failures.
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11. Statutory disclosures and statements
11.1 Annual report and accounts
CQC is required to publish a number of reports annually. The annual report
and accounts are laid before Parliament annually and include:
 A report on CQC’s performance against objectives over the past year
and key areas for focus in the coming year
 A Statement of Governance (previously the Statement of Internal
Control) including the role of the Board and of the Executive Team, the
key risks faced by CQC and how these have been managed,
performance information, reports on key policies such as Freedom of
Information, key HR data and the remuneration of Board members, the
Chief Executive and Directors
 Annual accounts including the External Auditors’ opinion
The Annual Report is published on CQC’s internet.
CQC is also required annually to publish a State of Care Report, a Mental
Health Act Report and a report on Deprivation of Liberty Safeguards.
11.2 Head of Internal Audit annual opinion
The Head of Internal Audit is required to prepare an annual report which is
submitted to ARAC, the Board and the Department of Health on risk
management, control and governance; and on any fraud or theft suffered by
CQC.
11.3 Other statutory disclosures
As a public body, CQC is required by law to respond to certain disclosure
requirements:
 CQC must provide responses to requests for information from
Parliament and Members of Parliament, in the form of responding to
Parliamentary Questions (written and oral), Prime Ministers Questions,
adjournment debates, Early Day Motions, briefings for Ministerial
meetings etc; and reporting to Health Select Committee and the Public
Accounts Committee.

CQC may also receive requests for information from the Department of
Health and Other Government Departments, particularly the
Department of Health

Freedom of Information (FoI) Act 2000 requirements, including a
Publication Scheme which sets out the classes of information which
CQC makes available, and responding to Freedom of Information
requests

The Data Protection Act 1998 requirements which provides that CQC is
a data controller for personal data. Under the Act, CQC is required to
process personal data fairly and lawfully, keep it up to date and
accurate, and keep only what is necessary and that only for as long as
is required. CQC is also required to have in place proper processes to
protect personal data and not allow unlawful access. Under the Act,
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data subjects have the right to access their own personal data, to
correct any information which is inaccurate and under certain
circumstances ask for the data to be removed. The Information Rights
Manager in CQC deals with these requests.
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Appendix 1
ENABLING LEGISLATION AFFECTING GOVERNANCE
Primary legislation
The main enabling legislation FOR CQC is the Health and Social Care Act
2008, ss 1-97 and Schedules 1-5, and in particular chapter 2 which sets out
CQC’s registration functions and chapter 3 its review and investigation
functions.
The Health and Social Care Act 2012 has provided for the establishment of
Healthwatch England, the national consumer champion for users of health
and social care services, as a statutory committee of CQC. The 2012 Act also
provides for CQC to take on responsibility for National Information
Governance for users of health and social care.
CQC also has legislative responsibilities under the Mental Capacity Act 2005
and the Mental Health Act 1983. CQC has taken over the responsibilities of
the Mental Health Act Commission, set out in the Mental Health Act 1983, to
monitor services that provide mental health care to people detained under the
Mental Health Act. CQC has a legal duty under the Mental Capacity Act 2005
to monitor and report on activity under the deprivation of liberty safeguards.
The safeguards set out what needs to be done if a care home or hospital
considers it is in a person’s best interests to deprive them of their liberty so
that they get the care and treatment they need to protect them from harm.
Secondary legislation: Members’ regulations and HWE Committee
Regulations
The Health and Social Care Act (Regulated Activities) Regulations 2010
prescribed the kinds of activities that CQC will regulate under Part 1 of the
2008 Act, for example, quality and safety of service provision, safeguarding
vulnerable users etc. These provisions form the basis of standards developed
by CQC for inspection. The Care Quality Commission (Registration)
Regulations 2009 sets out requirements for registration.
In relation to governance, the Care Quality Commission (Membership)
Regulations 2008 and the Care Quality Commission (Membership)
(Amendment) Regulations 2011 set out the number of members of the
Commission, their tenure, and grounds for disqualification.
The Healthwatch England Committee Regulations 2012 (in preparation) will
set out how appointments will be made to the Committee, including scope for
local Healthwatch when established to appoint several Committee members
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Appendix 2
PERFORMANCE REPORTING AND MAINTAINING RELATIONSHIPS
WITH DH
The steps and processes below outline the necessary arrangements for
formalising and structuring CQC’s senior meetings with DH, and for reporting
outcomes.
1. Senior responsibilities
The Chair, Chief Executive, Deputy Chief Executive and Executive Team all
have roles in reporting to and engaging with DH. These roles are clearly
outlined in CQC’s Framework Agreement with DH. Specifically, the Chair is
responsible for reporting to the Secretary of State and the Chief Executive for
accounting to the DH (acting) Accounting Officer.
2. The relationship
The meetings and meeting structure listed below provide the basic structure
on which CQC/DH meetings are based. They may “flex”, depending on the
level of issue being addressed. The purpose of these meetings is threefold:

to ensure accountability;

to reach a balance between co-operation and negotiation in our
relationship;

to provide consistency of message.
3. Regular meetings
DH
Secretary of
State
CQC
Chairman
Frequency
6 months
Issue
Strategic
Ministerial
Chairman/Chief
Executive
Chairman
3 months
Strategic
3 months
Strategic
Acting
Accounting
Officer / Finance
Director
Chief Executive /
Deputy Chief
Executive / Finance
Director
3 months
Accountability
Directors
Executive Team
3 months
Planning
Department
Sponsor
Deputy Chief
Executive
1 month
Planning / Live
issues
Department
Sponsor
Director of Operations
1 month
Live / Regulatory
issues
Permanent
Secretary
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4. Structuring meetings
CQC’s objective is to have consistency and clarity of message at each level of
our relationship with DH. The following table provides a list of standard
agenda items which are addressed at appropriate levels of our meeting
schedule. This creates a flow of information up and down the meeting chain.
Standard agenda items
STRATEGIC





ACCOUNTABILITY 







PLANNING





Strategic issues
Strategic Review
Live issues of risk and performance
Exchanging critical information
Trends within our data on compliance (Market
Report, State of Care Report)
Strategic issues
Strategic Review
Sector and regulatory risk – emerging trends and
themes (link to ARAC)
Trends within our data on compliance (Market
Report, State of Care Report)
Policy analysis and proposals
Scorecard and performance
Live CQC issues / regulatory issues
DH progress on areas of integration and join up
between CQC, Monitor, NICE, Commissioning Board
and NHS
Exchanging critical information
Forthcoming activity
Live CQC issues / regulatory issues
DH progress on areas of integration and join up
between CQC, Monitor, NICE, Commissioning Board
and NHS
Exchanging critical information
5. Reporting outcomes
Critical issues from senior level meetings with DH are communicated to the
CQC Board. Minutes of the quarterly accountability meeting with DH are
presented to the Board to ensure members are sighted on discussions and
issues.
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Appendix 3
EXECUTIVE TEAM’S COMMITTEES
Regulatory Risk Committee
The Committee ensures that there is a coherent model of risk management
which is employed consistently by CQC in relation to its regulatory activity;
monitors trends in compliance and non-compliance in relation to corporate
providers in order to identify early warnings of failure; assesses the
effectiveness of regulatory methods and tools in managing risk and the
effectiveness of the regulatory model‘s delivery of improvement; and on the
basis of its analysis proposes thematic and special reviews.
The Committee advises the Executive Team if it believes changes to the CQC
regulatory model are necessary or desirable.
The Committee also has a Safeguarding subcommittee devoted to the
oversight of the processes for ensuring that safeguarding notifications to CQC
are handled appropriately, and in particular that they duly inform the risk
assessments of regulated providers.
The Corporate Delivery Committee
The focus of the CDC is on ensuring effective corporate delivery of ‘business
as usual’. This involves monitoring progress against the business plan
objectives and timescales; scrutinising performance (including financial
performance) against targets and Key Performance Indicators; monitoring the
profile of risks on the corporate risk register and the adequacy of mitigation;
reviewing and approving business cases requiring corporate approval;
determining IT resourcing priorities to ensure delivery for the business plan
objectives; approving and reviewing all corporate policies ( which otherwise
are not reserved to the Executive Team or the Board); approving procurement
with costs which exceed Directorate delegations and therefore require
corporate approval.
Subcommittees
The CDC Committee has the following subcommittees:
 The Information Governance Group. This Committee is chaired by the
SIRO to oversee the implementation of CQC’s information governance
strategy and to monitor the adequacy of information security polices
and procedures. It aims to promote best practice in information
management across CQC, identifies governance risks and reports on
major information security breaches.

The Business Continuity Committee. The Committee is chaired by the
Director of Finance and Corporate Services to oversee the
development and monitor the implementation of CQC’s Business
Continuity Programme. The programme develops and tests plans for
emergency response, IT disaster recovery, business recovery and
crisis management.
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
The Complaints Governance Group. The Group is chaired by CQC’s
National Complaints Manager to ensure that complaints made about
CQC and information shared with CQC about the services that it
regulates are identified, stored and managed in line with the principles
of good complaint handling and other recognised good practice.

The Health & Safety Committee. This Committee is chaired by the
Director of Finance and Corporate Services and meets via conference
calling. Its purpose is to ensure that CQC has health and safety
standards which are in keeping with legal requirements. It provides a
forum for consultation and discussion with trade unions about health
and safety policy and practice. The Committee reviews untoward
incidents which are a major risk to staff; considers proposals for
changes to policy; and reviews the record of incidents.

The Establishment and Recruitment Controls Committee. This
Committee is chaired by the HR Director and considers requests to
advertise business critical vacancies externally; to change the structure
of a department either by adding or deleting a post; and to recruit to
roles which are outside of the agreed establishment, this includes
temporary workers.

The Investment Committee. This Committee will undertake business
case approvals and IT resource prioritisation.
The Corporate Change Committee
The Executive Team will determine which programmes and projects are within
the remit of the CCC. The CCC will ensure that there is effective coordination
and prioritisation across programmes and projects, including:
 The development of proposals to revise CQC’s strategy;
 The improvement of the processes for registration of providers;
 The development of improved measures and improved management
information;
 The development of the Quality and Risk Profile
 The development of the provider profile
 The scrutiny and 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
 Proposals, supporting processes an tools for joint working with other
bodies
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Appendix 4
CURRENT ROLE HOLDERS IN CARE QUALITY COMMISSION (as at May
2012)
1. The Chair
2. The Deputy Chair
3. Board members
Dame Jo Williams
currently vacant
Professor Deirdre Kelly
John Harwood
Professor Martin Marshall
Kay Sheldon
John Butler (ARAC)
David Prince (ARAC)
Julian Duxfield (RemCo)
not yet appointed
Martin Marshall
Cynthia Bower
Jill Finney
4. Independent Members
5.
6.
7.
8.
9.
HWE Chair
Caldicott Guardian
Chief Executive
Deputy Chief Executive
Directors
 Finance and Corporate Services John Lappin
 Governance and Legal Services Louise Guss
 HR
Allison Beal
 Information and Knowledge Management
Currently vacant
 Operations Delivery
Amanda Sherlock
 Regulatory Development
Philip King
 Strategic Marketing and Communications
Jill Finney
10. HWE Director
not yet appointed
11. SIRO
Louise Guss
12. Head of Governance
Alastair Cannon
13. Head of Internal Audit
Nigel Freeman
14.CQC Secretariat
Jerina Brown and Lesley Thomas
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Appendix 5
KEY GOVERNANCE DOCUMENTS
The documents and policies outlined below provide the necessary
documentation of CQC’s Corporate Governance Framework.
1. DH Framework Agreement and supporting protocols
The Department of Health has drawn up a Framework Document in
consultation with CQC to set out how DH expects CQC to operate. It is
currently under review and when revised will include Healthwatch England as
well as changes introduced to the NHS through the Health and Social Care
Act 2012. The Framework Document covers:
 The purpose of CQC
 Its governance and accountability (including the accounting officer’s
responsibilities set out at 6.7 above)
 Management and Financial Responsibilities, including for corporate
governance, risk management, business planning and budgeting
procedures
 Reporting procedures to the Department
DH and CQC have also agreed a number of protocols which form appendices
to the Framework Document covering communications and media
announcements, and correspondence and parliamentary business.
The Framework Document is scheduled for annual review.
2. Scheme of Delegation
The Board’s Scheme of Delegation sets out the powers which the Board
retains and for which it is accountable to the Secretary of State; and the
powers it has delegated internally and to whom. The Board has reserved the
following matters to itself:
 Setting strategic direction of CQC
 Approving plans and budgets
 Approving the annual report to Parliament
 Receiving the auditors’ reports on the accounts
 Appointing the Chief Executive
 Approving the process for appointing “2nd tier” CQC staff
 Approving and making any changes to the scheme of delegation,
standing financial instructions or standing orders
 Risk management strategy for CQC
 Approval of Significant contracts
 Approval of corporate governance arrangements
 Receipt of reports about any potential litigation or prosecution
 Appointment of CQC’s bankers
 Approval of the arrangements for managing complaints
The scheme of delegation to officers sets out who has responsibility for
implementing its responsibilities eg investment strategies, audit strategy etc;
sets the financial limits for officers; and also sets out the regulatory
responsibilities which have been delegated and to what level.
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3. Financial Regulations and Standing Financial Instructions
CQC’s Financial Regulations set out the rules and procedures for ensuring
proper financial management within CQC. They set out the responsibilities of
budget holders, rules for transferring money between budgets, requirements
on budget reporting and forecasting, payment of bills, petty cash, banking
arrangements etc, as well as arrangements for audit.
4. Board Standing Orders and Committee Terms of Reference
The Board has agreed Board Standing Orders which are a set of basic rules
and procedures about how the Board conducts its business. The rules cover
how meetings of the Commission should be conducted (eg number of
members needed for a quorum, voting procedures); rules about setting up
subcommittees of the Board; sealing and signature of documents; and
requirements on Board members and members of staff in connection with
declarations of interest.
The Standing Orders include as appendices the terms of reference for the
Remuneration Committee, the Audit and Risk Assurance Committee; the
Code of Practice for Board members; the notification of interests; and a
schedule of the sorts of interests which should be registered.
5. Letters of Authority
The Chief Executive issues a Letter of Authority to each Director setting out
the responsibilities and expectations of the Director. The Letter which derives
from the Scheme of Delegation informs the Director of the limits of their span
of control including budget, the intention to hold them to account through
quarterly meetings and expectations of their conduct, including declarations of
interest. Letters of Authority are also issued when a specific delegation is
agreed, even for a limited period.
6. Strategic Plans (CQC and HWE)
When CQC’s strategic plan has been agreed by the Board, it is published on
CQC’s intranet. The current business plan for 2011-12 to 2014-15 sets out
what CQC do to achieve its two strategic priorities: its delivery priorities, what
actions are required and by when. It also sets out key success factors for
each delivery priority. The budget allocated to each priority and a balanced
scorecard are included.
Each Directorate is required to develop a business plan (see below) which
provides a linkage between CQC’s strategic plan and individual objectives for
staff. When Healthwatch England has been established, the Healthwatch
Committee will also publish a strategic plan with its priorities and measures of
success.
CQC and HWE are required to report to Secretary of State on progress in
delivering their business plan; and report annually to Parliament.
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7. Business Plan (CQC and HWE)
In its Business Plan for 2011/12 to 2014/15, CQC has identified two strategic
priorities:
 focus on quality and act swiftly to eliminate poor quality care
 make sure care is centred on people’s needs and protects their
rights
These priorities will be delivered through 8 delivery priorities:
 Register ‘new in scope’ providers
 Deliver and evaluate our new regulatory model
 Embed, improve and refine our regulatory model
 Deliver our other regulatory duties
 Provide public-facing information
 Prepare for future developments
 Improve our efficiency and performance
 Value our staff
Each Directorate develops a business plan which sets out its principal
functions and responsibilities, its key deliverables for the year and how these
support CQC business plan; its main activities; the resources allocated to the
Directorate and the balanced scorecard of critical success factors, measures
and targets. Each directorate plan is agreed with the Chief Executive
following meetings with directors, heads of functions and business managers
to ensure the plans are sufficiently challenging and adequately resourced.
When HWE is established it will develop its own business plan in support of
its strategic priorities.
8. Risk Framework and strategic risk register
The Risk Framework sets out CQC’s approach to managing risk effectively
including responsibilities for risk management. The strategic risk register sets
out the key risks to CQC’s business. The following are the kinds of areas
which might be included in the strategic risk register:
 Strategic and business plan targets
 Performance targets
 Complaints
 Claims
 New and existing projects
 Environmental risks including health and safety
 Security
 Red risks for directorate risk registers
The risk register requires the risk to be:
 Identified and described – why is this a risk and what is its likely impact
on the business; what objective does it relate to
 Assigned to an owner, assessed for severity (likelihood and impact)
and given a rating in accordance with CQC’s risk matrix
 Responded to with appropriate mitigating actions
 Reviewed on a regular basis until it can be closed.
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