Minutes of the Audit Committee meeting held on Wednesday 2 June 2010 at 9:00am in the Brooke Suite at Warwick Hospital Present: Diane Colley Tony Boorman Veronica Cotterill David Derbyshire (DC) (TB) (VC) (DD) Non-Executive Director and Chair of the Audit Committee Non-Executive Director Non-Executive Director Non-Executive Director In attendance: Alan Harrison Jenny Horrabin (AH) (JH) Ruth Mawby Emily Mayne Mark Stocks Meg Mold Sophie Gilkes David Moon Glen Burley Kim Li Tracey Stuart Sarah Wallington Tasha Millward (RM) (EM) (MS) (MM) (SG) (DM) (GB) (KL) (TS) MINUTE 10.031 (TM) Non-Executive Director Chief Internal Auditor, CW Audit Services, the Trust’s Internal Auditor (left and returned during minute 10.034.02) Internal Audit Manager (left and returned during minute 10.034.02) Engagement Manager, Audit Commission (the Trust’s External Auditor) Engagement Lead, Audit Commission (the Trust’s External Auditor) Trust Secretary Communications Manager Director of Finance (left and returned during minute 10.034.02) Chief Executive Deputy Director of Finance Senior Finance Manager Finance Trainee Committee Administrator ACTION Apologies for Absence None noted. 10.032 Declarations of Interest The Director of Finance declared an interest as Chair of the Coventry and Warwickshire Audit Consortium. The Director of Finance, Chief Internal Auditor and Internal Audit Manager declared an interest under minute 10.034.02 (Consideration whether the Trust’s Internal Audit arrangements should be reviewed in 2010/11). 10.033 Minutes of the Meeting held on Wednesday 5 May 2010 The Minutes of the meeting held on Wednesday 5 May 2010 were agreed as an accurate record of the meeting, and signed by the Chair, subject to the inclusion of David Derbyshire, Non-Executive Director in the present list not the in attendance list. Resolved – that the Minutes of the meeting held on Wednesday 5 May 2010 were agreed as an accurate record of the meeting and signed by the Chair, subject to the above amendment. Minutes of the Audit Committee meeting held on Wednesday 2 June 2010 MINUTE 10.034 ACTION Matters Arising and Progress Monitoring Report 10.034.01 Meeting Dates (Minute 10.030.02) It was noted that the action to reschedule the Audit Committee meeting in December 2010 and for the Trust Secretary to send out formal notification of change had been completed. Non-Executive Director (TB) gave his apologies for the 7 December 2010 Audit Committee meeting and this was to be noted by the Committee Administrator. TM Resolved – that the position be noted, and action recorded as completed. TM 10.034.02 Internal Audit – Action Plan 2010/13 (Minute 10.008.01) Director of Finance noted that the action to discuss with the Chairman and Chief Executive whether the Trust’s interest in the pathology network should be included in the Internal Audit Plan for 2010/11 was outstanding. The Chief Internal Auditor informed the Committee that this action had been referenced in the Internal Audit Plan. (The Director of Finance, Chief Internal Auditor and Internal Audit Manager declared an interest as noted under minute 10.032 and left the meeting at this point.) The Chief Executive noted that the action for consideration of whether the Trust’s Internal Audit arrangements should be reviewed in 2010/11 had been addressed. It was reported that because the Healthcare Consortium framework had 3 listed suppliers with agreed fee rates of which CWAS were currently the lowest and as a core client we received an additional discount, this resulted in a low price for a good quality service. The Chief Executive’s suggestion to the committee was to roll forward the contract for a further two years and then do a further benchmark process to review the price and quality. The Engagement Manager confirmed that external audit were happy with this suggestion and had found that it worked well. Non-Executive Director (TB) raised the question if this would be dealt with via a tender process. The Chief Executive stated that at the point of review if it was felt benchmarking was not sufficient then the use of a tender process would be looked into. Non-Executive Director and Chair of the Audit Committee presented the proposal from the Chief Executive to the Committee and all agreed. Resolved – that the Audit Committee agreed to the proposal to continue with the current Trust’s Internal Audit arrangements with CW Audit Services for a further two years at which point a benchmarking process would be undertaken required. (The Director of Finance, Chief Internal Auditor and Internal Audit Manager returned to the meeting at this point.) Page 2 of 10 Minutes of the Audit Committee meeting held on Wednesday 2 June 2010 MINUTE 10.034.03 ACTION Board Declaration on Going Concern and Fraud and Breaches in Internal Control (Minute 10.022) It was noted that the action to ensure the required amendments were made and that the Audit Committee recommend to the Board that the Trust was considered to be a going concern at the present time had been completed. Resolved – that the position be noted and recorded as completed. 10.034.04 Draft Statement on Internal Control – South Warwickshire General Hospitals NHS Trust (Minute 10.023.01) It was noted that the action to report to the Chief Executive the requested amendments and queries highlighted by Audit Committee had been completed. Resolved – that the position be noted and recorded as completed. 10.034.05 Draft Statement on Internal Control – South Warwickshire NHS Foundation Trust (Minute 10.023.02) It was noted that the action to report to the Chief Executive the requested amendments and queries highlighted by the Audit Committee had been completed. It was also noted that the action to check the Statement on Internal Control against Monitor’s template had been completed. Resolved – that the position be noted and recorded as completed. 10.034.06 Draft Annual Report (and Quality Accounts) 2009/10 (Minute 10.024) It was noted that the action to review the document and to make the required amendments had been completed. Resolved – that the position be noted and recorded as completed. 10.034.07 LCFS Operational Plan (Minute 10.025.03) It was noted that the action to investigate the proposal to undertake a spot check audit on the verification process for entitlement to free prescriptions within the Pharmacy Department had been completed. The results of the work will be reported to a future Audit Committee meeting DM Resolved – that the position be noted and recorded as completed. 10.034.08 Engagement letter for South Warwickshire NHS FT(Minute 10.026.03) It was noted the action to make the required amendments had been completed. Page 3 of 10 Minutes of the Audit Committee meeting held on Wednesday 2 June 2010 MINUTE ACTION It was also noted that the action for the Director of Finance to sign on behalf of the Trust had been completed. Resolved – that the position be noted and recorded as completed. 10.034.09 Proposed fee letter for 2010/11 (Minute 10.026.04) It was noted by the Director of Finance that the action to produce a letter of engagement authorising external audit to undertake any additional pieces of work at the Trust was in the process of being carried out and would still need to be presented to the Council of Governors for approval. EM/DM Resolved – that (A) the position be noted and. (B) the Director of Finance and Engagement Manager be requested to submit a letter of engagement to the Council of Governors for approval. EM/DM 10.034.10 Medical Agency Staffing follow-up Review (Minute 10.027.02) It was noted that the action to investigate the process for checking qualification and verification of Medical agency staff arriving on site would be reported to Audit Committee on Tuesday 7 December 2010. DM & JH Resolved – that the position be noted. 10.034.11 Nurse Bank (Minute 10.027.07) It was noted that action to update the Committee on progress relating to the implementation of the Nurse Bank System would be reported to Audit Committee on Tuesday 7 December 2010. JH Resolved – that the position be noted. 10.034.12 Car parking Income follow-up (Minute 10.027.08) The Chief Internal Auditor agreed to provide the Committee Administrator with the date for when the progress report would be reported to Audit Committee. JH Resolved – that the position be noted and action adhered to. 10.035 Schedule of Business – Update All requirements met as per Schedule of Business. Resolved – that the position be noted. 10.036 Annual Accounts 10.036.01 External Audit Opinion/ISA260 1 April 2009 to 28 February 2010 Report Page 4 of 10 JH Minutes of the Audit Committee meeting held on Wednesday 2 June 2010 MINUTE ACTION The Engagement Lead, Audit Commission introduced the External Audit Opinion/ISA260 1 April 2009 to 28 February 2010 report, attached to the agenda as enclosure ‘D’. The Engagement Lead, Audit Commission noted the following key areas:a) Financial Statements – it was planned to issue an unqualified audit opinion on the financial statements, which were free from material error and there was an adequate internal control environment. b) Due to the tight time scale the following areas were outstanding;1. Receipt of the revised Statement on Internal Control including additional disclosures covering the arrangements around the quality accounts, 2. Final review of the annual report for amendments made in compliance with the Annual Reporting Manual, 3. Verification of the figures within the cashflow statement, 4. Review of the financial instrument disclosures, 5. Review of the latest Board minutes to consider any unreported post statement of financial performance events. c) External audit felt that the Trust performed well in respect of the preparation and audit of the 2009/10 financial statements, especially given the need to prepare two sets of accounts within a short timescale. d) A recommendation had been put forward to consider whether the current fixed asset system (CARs) was appropriate to enable the Trust to manage its asset base going forward. This was highlighted by the fact of the considerable time spent by the auditors to gain assurance that the figures in the final version of the accounts were not materially misstated. e) The Valuation of land under the MEA for Warwick and Stratford was fine, although External Audit were concerned that 0.32 Hectares at Stratford Hospital had not been valued under MEA but that this led to a potential misstatement of £0.588m however, given that this was not material the Trust had decided not to adjust.. f) The trust had disclosed the Insulin pumps transaction in the financial statements as a pre-payment (debtor), with the appropriate monthly debtor being released each month to match the income. This was an incorrect classification and should be shown in full as an NHS debtor. g) The trust had included a disclosure note (Note 42) that highlighted the income and expenditure, assets and liabilities based upon the pathology service contract agreement with University Hospitals Coventry and Warwickshire NHS Trust. h) An overview of ‘Appendix 2 – Amendments to draft accounts Table 3’ was presented to the Committee. In response to point (d) above the Director of Finance reported that the main issue regarding fixed assets for last year was CAR’s. Discussions had taken place, which had identified the way forward would be to no longer use CAR’s and resort to spread sheets instead. The Non-Executive Director and Chair of the Audit Committee requested that a progress report be brought to the August Meeting. DM Page 5 of 10 Minutes of the Audit Committee meeting held on Wednesday 2 June 2010 MINUTE ACTION In response to point (e) above the Director of Finance reported that the Trust believed that the valuations included within its accounts were strictly in accordance with the MEA valuation, that this was an appropriate valuation basis for the land and did not believe that any amendments to the accounts were required. If at any point in the future the status of any of the Trust’s land changes then it would seek an appropriate revaluation as necessary. This was noted and addressed in the letter of representation. In response to point (f) above the Director of Finance reported the contractual agreement with NHS Warwickshire (PCT) charged each month 1/48th of the full cost of the insulin pump (thus charged over the pumps useful life) . In order to show the full outstanding debtor as an NHS debtor this treatment would result in differences in the consolidated NHS accounts as the PCT was not recognising an opposite creditor. This was not material on the face of the accounts and would require a formal contract change which would not take effect until 2010/11 at the earliest. Therefore the Trust was not proposing to change this disclosure. This was noted and addressed in the letter of representation. In response to point (g) above the Director of Finance reported that an additional disclosure would be produced. DM Request for amendments received from Non-Executive Director (AH) that all references of Board of Directors throughout Appendix 1 to be changed to Council of Governors. EM Resolved – that (A) the External Audit Opinion/ISA260 1 April 2009 to 28 February 2010 report be received and noted; (B) the Director of Finance to provide a progress report to the August Committee meeting in relation to CAR’s; DM (C) the Director of Finance to produce the pathology additional disclosure, and DM (D) the Engagement Manager to amend the wording Board of Directors throughout Appendix 1 to Council of Governors. EM 10.036.02 External Audit Opinion/ISA260 1 March 2010 to 31 March 2010 Report The Engagement Lead, Audit Commission introduced the External Audit Opinion/ISA260 1 March 2010 to 31 March 2010 report, attached to the agenda as enclosure ‘D’. The Engagement Lead, Audit Commission noted the following key areas:a) Financial Statements – it was planned to issue an unqualified audit opinion on the financial statements which were free from material error and there was an adequate internal control environment. Page 6 of 10 Minutes of the Audit Committee meeting held on Wednesday 2 June 2010 MINUTE ACTION b) Due to the tight time scale that had been recognised by external audit the following areas were outstanding;1. Final review of the annual report for amendments made in compliance with the Manual for Accounts. 2. Review of the financial instrument disclosures 3. Review of the remuneration report 4. Review of the latest Board minutes to consider any reported post statement of financial performance events 5. Verification of cash balance to third party letters - requested but still awaiting them and was expected to be ready in time for us to sign the opinion. c) the same points were relevant to the one-month financial statements as in points d), e), f), g) and h) above, (Minute 10.036.01 refers). d) Pharmacy inventory balance (extrapolated) – the year end stock take in pharmacy had identified an error rate of 1% across the sample. This had only been reported due to the level of materiality set for the one-month set of accounts. e) Stock take – the Trust had carried out a stock take in February 2010 and not another in March 2010. Most stock was calculated via electronic systems but approx £400k was manually counted. The Trust believed that there would be no material change and indeed between 2008/09 and 2009/10 there was only a relatively small movement but again there was a potential element of uncertainty to the stock valuation at 31 March 2010. f) Partially completed spells – the calculation for partially completed spells debtors used for March 2010 financial statements had come from February 2010, although this was not unreasonable it had produced uncertainty as the Trust had not re-performed the calculation. In response to points d), e) and f) above the Director of Finance reported that this was noted and addressed in the letter of representation. Resolved – that (A) the External Audit Opinion/ISA260 1 March 2010 to 31 March 2010 report be received and noted; (B) the Director of Finance to provide a progress report to August Committee in relation to CAR’s, and DM (C) the Director of Finance to produce the pathology additional disclosure. DM 10.036.02 Letter of Representation The Director of Finance introduced the Letter of representation, here tabled as enclosure ‘E’. The letter detailed the Trust’s response to the issues identified in the external audit opinion/ISA 260 (Minutes 10.036.01 and 10.036.02 refer) and the reasons for not correcting the misstatements. No comments or questions arose from the Committee. Page 7 of 10 Minutes of the Audit Committee meeting held on Wednesday 2 June 2010 MINUTE ACTION Resolved – that the Letter of Representation be received and noted and the reasons for not correcting the misstatements detailed in the External audit Opinion/ISA 260 reports, be approved. 10.036.03 Annual Accounts – 1 April 2009 to 28 February 2010 The Director of Finance introduced the Annual Accounts, 1 April 2009 to 28 February 2010, attached to the agenda as enclosure ‘F’. It was noted there were still some outstanding issues on the accounts, as listed in Minutes 10.036.01 and 10.036.02 above. No comments or questions arose from the Committee. Resolved – that the Annual Accounts, 1 April 2009 to 28 February 2010 be received and noted and subject to the conclusion of the outstanding issues, be submitted to the Board of Directors for approval. 10.036.04 Annual Accounts - 1 March 2010 to 31 March 2010 The Director of Finance introduced the Annual Accounts, 1 March 2010 to 31 March 2010, attached to the agenda as enclosure ‘G’. It was noted there were still some outstanding issues on the accounts, as listed in Minutes 10.036.01 and 10.036.02 above. The Director of Finance noted that the surplus was the same as before and the Senior Finance Manager reported that on page 44 two additional items would be included, a memorandum note from Pathology and a note of Directors’ Remuneration. TS Resolved – (A) the Annual Accounts, 1 March 2010 to 31 March 2010 be received and noted, and subject to the conclusion of the outstanding issues, be submitted to the Board of Directors for approval, and (B) Senior Finance Manager to include an additional memorandum note from Pathology and a note of Directors Remuneration. TS 10.036.05 Final Annual Report (+ Quality Accounts 2009/10) The Communications Manager introduced the Final Annual Report (+ Quality Accounts 2009/10) attached to the agenda as enclosure ‘H’. The Communications Manager noted that the following amendments had been made to the document since the last meeting of the Committee:a) Page 15&16 – updated the financial figures b) Page 24 – additional information added about 2010/11 priorities based on feedback from the staff survey in 2009 c) Page 46 – Changed Trust Board attendances by Board members to include both additional meetings d) Page 72 – A&E figure had been changed from 96% to 96.56% e) Page 77,78&79 – PCT, LINk’s and Trust statements included for the Quality Accounts Page 8 of 10 Minutes of the Audit Committee meeting held on Wednesday 2 June 2010 MINUTE ACTION f) Page 83&85 – Additional paragraph added to the Statement of Internal Control regarding the Quality Accounts g) Page 89,90&91 – Changed financial summary statements h) Page 92 – Management Costs now added. Resolved – that the Final Annual Report (+ Quality Accounts 2009/10) be received and noted and submitted to the Board of Directors for approval. 10.037 External Audit 10.037.01 2009/2010 PbR Data Assurance Framework The Engagement Lead, introduced the PbR Data Assurance Framework, attached to the agenda as enclosure ‘I’. It was noted that unlike previous years the Trust’s results were worse than average. The Director of Finance expressed some concern over the comparison with other Trusts as the error rate was based on HRG v3.5 not HRG v4.2 and there was a considerable difference. That said the results were disappointing and the Trust needed to move forward with an action plan. The Director of Finance questioned whether this should be taken up via the Clinical Governance Committee but Non-Executive Director (VC) thought this was inappropriate and that the Executive Team should take ownership of the issues and drive them forward. Resolved – that the Director of Finance to discuss with the Executive Team how to improve the clinical coding performance in the areas detailed within the report and also the standard of patient notes. DM 10.038 Internal Audit 10.038.01 Internal Audit KPI’s 2009/10 Report The Chief Internal Auditor, CW Audit Services introduced the Internal Audit KPI’s 2009/10 Report, attached to the agenda as enclosure ‘J’. No comments or questions arose from Committee. Resolved – that the report be received and noted. 10.038.02 Internal Audit Progress Report The Chief Internal Auditor, CW Audit Services introduced the Internal Audit Progress Report, attached to the agenda as enclosure ‘K’. The Chief Internal Auditor, CW Audit Services noted that the work was progressing well and page 7 identified 38 outstanding recommendations. The Deputy Director of Finance responded that this had been highlighted and the plan was to allocate individuals responsible for any action when rolling out the recommendations. No other comments or questions arose from the Committee. Page 9 of 10 Minutes of the Audit Committee meeting held on Wednesday 2 June 2010 MINUTE 10.038.03 ACTION Resolved – that the report be received and noted. 10/WG/10 Financial Management Final Report The Chief Internal Auditor, CW Audit Services introduced the Internal Audit 10/WG/10 Financial Management Final Report, attached to the agenda as enclosure ‘L’. No comments or questions arose from Committee. Resolved – that the report be received and noted. 10.038.04 10/WG/12 Asset Management Final Report The Chief Internal Auditor, CW Audit Services introduced the Internal Audit 10/WG/12 Asset Management Final Report, attached to the agenda as enclosure ‘M’. It was highlighted that overall significant assurance could be given however there was limited assurance on asset disposal and that the Trust needed to ensure that it had good systems in place to ensure that disposals were removed from the asset register. There was also some resonance with the External Audit findings. Resolved – that the report be received and noted. 10.038.05 10/WG/14 Risk Management Final Report The Chief Internal Auditor, CW Audit Services introduced the Internal Audit Progress Report, attached to the agenda as enclosure ‘N’. The Chief Internal Auditor, CW Audit Services noted that there was significant assurance; the training issues with management had been addressed and the delay with the risk assessment had now been escalated. No other comments or questions arose from the Committee. Resolved – that the report be received and noted. 10.039 Any Other Business There was no further business. 10.040 Time of next meeting It was noted that the next Audit Committee meeting would be held on Wednesday 11 August 2010 at 9.00 in the Brooke Suite, Warwick Hospital. Signed:________________________________ (Chair) Page 10 of 10 Date___________________