Composition of the Board
The Board of Directors is comprised of:
- The Chair, who also Chairs the Council of Governors
- Seven Non-Executive Directors, including one Newcastle University representative and one representative of Newcastle City Council
- Chief Executive
- Finance Director
- Medical Director
- Nursing and Patient Services Director
- Business and Development Director
Role of the Board of Directors
The Board of Directors sets the vision, strategic objectives and priorities for the Trust and ensures that all the appropriate mechanisms are in place to deliver. It identifies the risks and challenges that the Trust faces and takes action to minimise risk and meet the challenges. It ensures that robust performance management systems are in place in order to track performance and take corrective action when necessary. In particular it drives the highest quality of care, financial strength, innovation and Research and Development. The Board is the body which is held to account for all the activities of the organisation, and is the group responsible for ensuring that the organisation operates properly and effectively.
The role is seen as increasingly complex in terms of the business expertise needed to manage a public benefit corporation. The Board of Directors, as a corporate entity, is tasked with the day-to-day operational and strategic management of the Trust.
The Board of Directors is primarily concerned with ensuring the safety of its patients, the quality of their care, financial viability of the organisation, assessing and managing business risk, and holding financial and legal responsibility for the organisation. The Directors are the senior management of the organisation, with the final say on all matters, including finance, policy, employer responsibilities etc. They are accountable for ensuring that the highest clinical standards are maintained and they:
- set vision, values and priorities, with the Council of Governors
- provide strategic leadership and direction
- develop strategies and plans for the future
- have oversight of operational activity, ensuring targets and objectives are set and achieved, and the highest clinical standards are met
- have collective responsibility for control of monies
- establish sub-committees, panels and working groups which will ensure that the Board of Directors effectively exercises its functions to ensure that objectives are met and that probity is maintained.
All decision making will be based on principles of sound governance (corporate, clinical, information and research), with due discussion and diversity in debate, and with appropriate and timely documentation to support evidence-based decision making.
As a public benefit corporation, the Board of Directors ensures that appropriate emphasis is placed on the role that the Trust plays strategically in the regeneration of Newcastle and the local North East economy, and its interface with the Universities of Newcastle and Northumbria.
Role of the Council of Governors
The Trust is a public benefit corporation and, as such, has Governors who represent the users of the organisation – i.e. the public and other stakeholders. The primary purpose of Governors is to act as guardians of the organisation on behalf of the users.
The role of the Governors is to give advice - both as a body (the Council of Governors) and as individual Governors – for consideration by the Board of Directors of the Trust and to hold the Board to account for the performance of the Trust; all in order to contribute to the achievement of the agreed Vision and Aims and so having an influence on change and development.
Governors fulfil this role by carrying out various responsibilities. These responsibilities are, largely, statutory - that is, there are responsibilities that are put on Governors by the Government through the requirements of the Health Services Act of 2006, under which the Trust received its Foundation status; and the Health and Social Care Act 2012, which strengthened the role of Governors and introduced the “provider licence”. These Governor responsibilities, together with further discretionary responsibilities given by the Trust itself, relate to several of the operational areas of the Trust and are also enshrined in the Trust Constitution.
In essence, the key role of the Council of Governors is to hold the Board to account through the Non-Executive Directors for the overall performance of the Trust and for the delivery of its Vision, through the Annual Plan.
A summary of the role and responsibilities of Governors as defined initially in the Health Services Act 2006 and then further expanded in the Health and Social Care Act 2012 is shown below:
|2006 Act||2012 Act|
|Appoint/ remove the Chair/ Non-Executive Directors (NEDs)||Approve amendments to the Trusts's Constitution|
|Set the remuneration and allowances and other terms and conditions of office of the chair and other NEDs||Represent the interests of the members of the Trust as a whole and the interests of the public|
|Approve (or not) any new appointment of a chief executive||Decide whether the Trust's non-NHS work would significantly interfere with its principal purpose, which is to provide goods and services for the health services in England, or performing its other functions|
|Appoint/ remove the Trusts external auditor||Approve "significant transactions"|
|Receive the Trusts annual accounts, audit report and the annual report at the Council of Governors Annual General Meeting||Approve an application by the Trust to enter into a merger, acquisition, separation or dissolution|
|In preparing the Trusts Operational Plan, the Board of Directors must have regard to the views of the Council of Governors||Hold the NEDs, individually and collctively, to account for the performance of the board of directors|