Council of Governors
Minutes of a meeting held on Wednesday 21 January 2015 at 1730
in the Lecture Theatre, Blair Bell Education Centre, Liverpool Women’s Hospital
PRESENT
Ms Edna Robinson, Chair
Dr Ana Alfirevic, appointed Governor (University of Liverpool)
Councillor Del Arnall, appointed Governor (Knowsley Council)
Mr Mohammed Arshad, public Governor (South Liverpool)
Councillor Helen Casstles, appointed Governor (Liverpool City Council)
Mr John Foley, staff Governor (Clinical & Non-Clinical Support Staff)
Mrs Barbara Kerr, public Governor (North Liverpool)
Mrs Mary McDonald, public Governor (South Liverpool)
Mrs Gail Mannion, staff Governor (Scientists, Allied Health Professionals &
Technicians)
Mr Adel Soltan, staff Governor (Doctors)
Ms Pat Speed, public Governor (Sefton)
Mr Geoffrey Tattersall, public Governor (rest of England & Wales)
Mrs Gillian Walker, staff Governor (Midwives)
Mrs Dorothy Zack Williams, Lead Governor & public Governor (Central
Liverpool)
Ms Iris Cooper, staff Governor (Nurses)
IN ATTENDANCE
Mrs Dianne Brown, Director of Nursing & Midwifery
Ms Liz Cross, Non-Executive Director & Trust Vice Chair
Mrs Vanessa Harris, Director of Finance
Dr Lynn Greenhalgh, Clinical Lead for Genetics (for item 14/15/68)
Mr Jeff Johnston, Associate Director of Operations
Ms Julie McMorran, Trust Secretary
Mrs Kathryn Thomson, Chief Executive
Ms Julie King, CQC Consultant
Ms Pauleen Lane, Non-Executive Director
Mr Steve Burnett, Non-Executive Director
Ms Sacha Keating, Executive Assistant
One member of the public in attendance.
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Apologies
Ms Pauleen Burke, public Governor (Sefton)
Mrs Sheila Phillips, public Governor (Knowsley)
Ms Helen White, public Governor (rest of England & Wales)
Councillor Nina Killen, appointed Governor (Sefton Borough Council)
Mr Allan Bickerstaffe, Non-Executive Director
Mrs Michelle Turner, Director of Human Resources & Marketing
Mr Ian Haythornthwaite, Non-Executive Director
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Meeting guidance notes
Received and noted.
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Declarations of interests
None.
14/15/87
Minutes of previous meeting held on 29 October 2014
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The minutes were agreed and signed as a correct record subject to the addition of Ms
Pauleen Lane in the list of those in attendance.
14/15/88
Matters arising and action log
There were no matters arising.
The action log was received and noted.
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Chair’s report and announcements
The Chair reported the resignation of Kathleen Kearney from the Council of Governors,
due to a move out of the area.
Governors noted that NHS England Providers and the Foundation Trust Governance
Association have established a Governor Policy Board. An election to this Board would
be held in respect of eight Governor seats available.
It was noted that the report of the Deloitte’s review of governance at the Trust was being
made available to Governors this evening, in confidence.
The Chair reminded Governors about an email sent to them in November 2014 from a
member of medical staff. She reported that she had asked Vice Chair Liz Cross to
address the matters raised and that process was now underway. Feedback was
expected by the end of February 2015.
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Appointment of Non-Executive Directors
Governors were informed that the process of appointing two new Non-Executive Directors
to the Board had been undertaken by its Nominations Committee. The Committee wished
to recommend the appointment of Dr George Kissen as a Non-Executive Director. Brief
biographical details about Dr Kissen were tabled.
The Nomination Committee did not wish to recommend a second appointment at this
stage. Two of the candidates interviewed were to be invited for second interview.
Resolved
That Dr George Kissen be appointed as a Non-Executive Director on the Board of
Directors for a period of three years commencing on 1 February 2015.
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Constitution
Vice Chair Liz Cross presented the paper proposing a revised constitution for the Trust,
which would bring it in line with Monitor’s latest model core. It had been developed by a
task and finish group of Governors and Directors who had agreed that the balance of
Non-Executive (NED) and Executive Directors on the Board should remain equal, with the
Chair always having a second and casting vote. However, given that the model core
proposed that NEDs should be in the majority the Board had reconsidered the matter and
agreed to move to a NED majority. Liz Cross invited Governors to also agree to this NED
composition.
Governor Dr Ana Alfirevic asked that papers for Council of Governors’ meetings be made
available fourteen days beforehand. Liz Cross commented that this might mean some
documentation was out of date by the time of the meeting. It was however agreed that as
many papers as possible would be issued fourteen days in advance of meetings, with
time sensitive documents issued nearer the time.
Thanks were conveyed to members of the task and finish group for their work in preparing
a revised Constitution.
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Resolved
To approve the revised Constitution on the basis of 7 NEDs and 6 Executive Directors as
members of the Board.
14/15/92
Minutes of the Nomination Committee held on 12 November 2014 (draft)
The minutes were received.
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Minutes of the Membership Strategy Committee held on 27 November 2014 (draft)
Governor John Foley informed Governors that the Committee was proposing that the
Trust celebrate International Women’s Day on 12 March 2015. Governors were invited to
join a planning meeting on 26 January 2015 to shape and plan the event.
14/15/65
Care Quality Commission Action Plan Update and plans for February 2015
Assessment Visit
Governors received a report from the Director of Nursing & Midwifery providing details of
actions taken by the Trust in relation to an unannounced visit made by the Care Quality
Commission (CQC) in September 2014.
Dianne Brown reminded Governors that the Trust would undergo a planned CQC
inspection in February 2015. Julie King, CQC Compliance Consultant, was working with
the Trust as it prepared for this inspection. Julie King presented to the Council in respect
of the new CQC inspection methodology. She advised that this new methodology was
being tested at the Trust and it was therefore likely that some of the CQC’s most senior
people would be involved.
Lead Governor Dorothy Zack-Williams asked if Governors would be involved in the
inspection. Dianne Brown confirmed that the CQC would hold a focus group with
Governors as part of their inspection. Governors were also invited to take part in the
preparatory training and visits that were planned and Governor John Foley advised he
had circulated dates to Governors.
Governor John Foley asked if there was a rapid improvement team at the Trust to
immediately address any issues that needed to be resolved, and Dianne Brown confirmed
that there was.
Governor Ana Alfirevic queried whether or not the CQC would be interested to look at the
Trust’s research portfolio. The Chief Executive responded that the visit would provide a
god opportunity for the Trust to showcase it research work and how patients had
benefitted from it.
Resolved
To receive the report.
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Monitor Investigation
The Chief Executive updated Governors in respect of progress with Monitor’s
investigation. Monitor had advised that a decision would be made early in February 2015
as to whether or not the investigation would remain open. Monitor would draw on the
Deloitte governance report to inform their decision.
The Chair restated that the Deloitte report was being made available to Governors in
confidence and it would be formally received by the Board of Directors in February 2015.
14/15/96
Resolved
To note the report.
Board Assurance Committee Updates
Governors received a diagram of the Board’s Committee structure and the Chair advised
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that at each of its meetings the Council would receive a verbal report from Committee
Chairs.
NED Pauleen Lane briefed the Council in respect of the most recent work of the Finance
Performance and Business Development Committee which she Chairs. She advised the
Committee considered the Trust’s overall performance and had recently reviewed referral
to treatment time and income generation. A cautious view was being taken in respect of
the 2014/15 financial position which was better than forecast but still showed a deficit of
£2m, largely as a result of the decision to invest in additional Midwives. The Trust was
seeing an increase in additional clinical activity but had yet to receive confirmation from
Liverpool Clinical Commissioning Group (CCG) that they would fund it. The CCG had
audited the Trust’s coding systems to confirm the additional activity report.
Pauleen Lane also reported on the work of the Audit Committee, of which she was Vice
Chair. She explained that the Committee’s focus was not solely on finance but also on
clinical quality. The Committee had received good assurance in respect of the blood
tracking system in place but had required further assurance in respect of medical devices.
Executive Director input to the Committee was to be increased.
Governor John Foley asked what audits were reported via the Audit Committee. The
Chief Executive offered to share the annual audit plan with Governors and Pauleen Lane
advised that the minutes of the Committee’s meetings, which Governors received, was
the best way to see what matters it considered.
NED Steve Burnett updated the Governors in respect of the most recent work of the
Governance and Clinical Assurance Committee. He advised that the issues it considered
included operational performance, safeguarding, the mock Care Quality Commission
inspection and increased risk on the Board Assurance Framework. It was noted that the
Committee had reviewed the Quality Strategy which was scheduled for approval by the
Board of Directors in February 2015. A detailed report into perinatal mortality was
considered following notification from the Care Quality Commission feedback that the
Trust was an outlier. The report concluded there were no underlying trends and it had
been shared with the CQC. NED Pauleen Lane and the Medical Director explained that
some of the babies cared for by the Trust had a very poor chance of survival and this
impacted on the perinatal mortality data. The Medical Director added that late
terminations for fatal fetal abnormality also had an impact as some were classed as
neonatal deaths.
Resolved
To receive the reports.
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Complaints, Litigation, Incidents and Patient Advice & Liaison Service Q2 (July to
September) 2014/15
The Director of Nursing and Midwifery presented the report. She highlighted that most of
the complaints received related to treatment and care, in common with other NHS
providers.
Governor Helen Casstles queried the data in respect of incident reporting and Dianne
Brown explained that a range of actions were being taken to ensure incident reporting
was easier.
Governor Geoffrey Tattersall asked about the 26 claims listed in the report, in particular
whether they showed any pattern of similarity and were of a substantial nature. Dianne
Brown responded that there were no significant themes or patterns identified so far and
most were multi-faceted. She stated that that some of the claims would be substantial to
the Trust and Geoffrey Tattersall commented that it would be useful to know in future
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CLIP reports what their value was. The Chief Executive suggested that details of how
many claims were upheld and settled be included in future CLIP reports. She also
advised that a report giving a ten-year look back at claims was due to be considered by
the Board of Directors in February 2015.
Resolved
To receive the report.
14/15/98
Trust Performance Report
The Associate Director of Operations presented the operational performance report and
advised that the Trust was one of a very few achieving the performance metrics set by
Monitor. The eighteen week appointment target was largely achieved but there were
some difficulties in subspecialty areas. Good performance was shown against the
internally-set targets relating to quality. It was also noted that the majority of CQUIN
targets were being met and which were monitored quarterly by the Clinical
Commissioning Group.
Governor r Adel Soltan stated that greater pace was required around implementation of
some of the Trust’s plans which were not represented in the performance report. Jeff
Johnston responded that not all of the Trust’s plans were linked to performance indicators
and the pace with which they could be introduced was dependent upon capacity and
resources and commissioner requirements. The Chief Executive added that the Trust’s
plans were as reflected in its Operational Plan.
Governor John Foley noted that the Trust had not met its Choose and Book target
because of a lack of sufficient appointment slots.
The Director of Finance reported that the financial performance report was consistent with
the previous feedback from the Finance, Performance and Business Development
Committee. The Trust’s planned deficit of £1.2m would increase to £2m following
investment in midwives and neonatal nurses.
Governors noted the aim was to still achieve a financial risk rating of 3 which was
acceptable to Monitor. However it was likely that Monitor would shortly increase the
frequency with which the Trust was required to report to it.
Governor Geoffrey Tattersall queried the Hewitt Fertility Centre activity which was noted
as being below plan. The Director of Finance responded that there had been a reduction
in the level of patients treated for a variety of reasons, including that its market share had
not increased as planned.
A recovery plan was in place together with process to
address adverse variances, including escalated performance management via the
Executive Committee and Finance, Performance and Business Development Committee.
Resolved
To receive the report.
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Review of risk impact of items discussed
No new risks were identified.
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Any other business
Time for Governors and Directors to meet informally would be scheduled.
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Review of meeting
The Chair asked if the Board Assurance committee feedback was useful and whether
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Governors would prefer this in written or verbal form. Governors agreed it was useful to
have this in verbal form and asked that the use of acronyms and jargon be avoided.
Governors Adel Soltan and Dorothy Zack-Williams commented on the good performance
and progress being demonstrated and good quality of information provided.
Governor John Foley stated he felt there was an absence of risk reporting to the Council
and requested a more comprehensive report on the Trust’s overall risks together with a
summary of changes as considered by the Board and its Committees.
The Chair confirmed that members of the Board would be willing to attend Governor only
meetings if that was helpful.
Finally, Edna Robinson expressed her wish to provide sufficient opportunity for Governors
to hold Non-Executive Directors to account and to allow Governors to observe NEDs’
talent and how they contributed to the organisation.
14/15/102
Date, time and place of next meeting
Wednesday 29 April 2015 at 1730 in the Lecture Theatre, Blair Bell Education Centre,
Liverpool Women’s Hospital.
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