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					                          Mid Cheshire Hospitals NHS Trust


                                 Board of Directors
 Minutes of the Meeting held at 9.30 am on Monday 7 January 2008
        in the Large Committee Room at Leighton Hospital

                                                Part I

PRESENT
Dr AH Wood          AW*                Chairman (Acting) in the Chair
Mrs R Alcock        RA*                Director of Workforce
Mrs T Bullock                          Director of Nursing, Quality and Performance
Mr M Chandler       MC*                Non-Executive Director
Mr WD Craig                            Non-Executive Director
Dr P Dodds          PD*                Medical Director
Mrs D Frodsham      DF*                Director of Business Development (Acting)
Mrs V Godfrey                          Non-Executive Director
Mr DP Goodwin       DPG*                Director of Finance, Planning and Deputy Chief Executive
Mr P Grange                             Non-Executive Director
Mr D Hopewell                           Non-Executive Director
Mr P Morley         PM*                 Chief Executive

IN ATTENDANCE
Mr B Gardner                            Patient and Public Representative
Mr JC Park    JCP*                      Board Secretary

* denotes action deriving from a resolution of the meeting.

             APOLOGIES FOR ABSENCE
             No apologies for absence had been received.

             BOARD MEMBERS' INTERESTS
             No Non-Executive Director; Executive Director; or representative of
             staff, patients, the public or CECPCT declared, or had declared, any
             change to his or her interests since the previous meeting of the Board.

             MOVEMENT TO PART II OF THE MEETING
             On the motion of the Chairman, the meeting moved to Part II [see
             separate minutes of Part II of the meeting] before returning to Part I
             [which follows].




                                             Page 1 of 12

                          Directors Meeting: Monday 4 February 2008: Part I: 3.1
                     Mid Cheshire Hospitals NHS Trust

          MINUTES OF THE LAST MEETING
          After discussion, it was

          Resolved
           To approve the minutes as an accurate record of Part 1 of the
            Directors meeting held on Monday 17 December 2007, subject
            to:
             07.2422: amend Price Waterhouse to Price Waterhouse
                Cooper.
             07.2497: amend Commissioning Attentions to
                Commissioning Intentions.
             07.2501: amend second resolution to read To submit a
                proposal to the Board for use of ringfenced clinical audit
                time to the systematic audit of deviations from the SMR PD.


07.2482   BOARD ACTIONS
          After discussion, it was

          Resolved
           To note the continuing importance of this agendum as a further
            means of enabling Non-Executive Directors to monitor
            Executive Directors.
           To add a Completion By column to the right side of the table
            JCP.


          ACTIONS ARISING FROM THE PREVIOUS                                   MINUTES,   NOT
          INCLUDED ELSEWHERE ON THE AGENDA

06.2372   Call-to-Needle Times
          After discussion, it was

          Resolved
           To defer consideration of this issue to a future meeting of the
            Board, after the Chairman and Mr Morley had met Professor P
            Ong [Chairman, East and Central Cheshire Primary Care Trust
            CECPCT] and Mr M Pyrah [Chief Executive CECPCT] PM, JCP.


07.2488   Macular Degeneration Service: Business Case
          After discussion, it was

          Resolved
           To defer consideration of this issue to the Directors Meeting in
            February JCP.

07.2501   Performance Report to 30 November 2007: Standard Mortality
          Rates: Audit


                                        Page 2 of 12

                     Directors Meeting: Monday 4 February 2008: Part I: 3.1
                     Mid Cheshire Hospitals NHS Trust

          After discussion, it was

          Resolved
           To defer consideration of this issue to a future Board Meeting
            or Directors Meeting, when adequate data would be available
            for discussion PD, JCP.

07.2285   Car Parking: The Victoria Infirmary, Northwich VIN
          Mrs Godfrey expressed concern that the action plan for introducing car
          parking charges at VIN appeared to regard Northwich Town Council
          and Vale Royal Borough Council as interchangeable local authorities.

          Resolved
           To advise Mr M Babb Head of Estates and Facilities of the
            distinction for consultative purposes between Northwich Town
            Council and Vale Royal Borough Council JCP.


          CHAIRMAN’S ANNOUNCEMENTS

07.2473   Appointment of Chairman
          The Chairman reported that the NHS Appointments Commission had
          interviewed candidates for the office of Trust Chairman, and would
          report the recommendation of the appointments panel to the next
          meeting of the Commission’s Board on Wednesday 16 January 2008. If
          an appointment was then confirmed, the office holder was likely to be in
          place by Monday 3 March 2008.

07.2466   NHS Litigation Authority NHSLA: Maternity Standards: Level 2
          The Chairman reported that the NHSLA had accredited the Trust’s
          Maternity services at Level 2.

          Resolved
           To record the Board’s appreciation of all concerned in
            achieving NHSLA Level 2 for Maternity services DPG, JCP.


          CHIEF EXECUTIVE’S REPORT

07.2496   Local Government Reconfiguration in Cheshire
          Mr Morley reported that the Secretary of State for Communities and
          Local Government had announced that Cheshire County Council, and
          its constituent district and borough councils, were to be replaced by two
          unitary local authorities, for east and west Cheshire respectively. This
          decision had three principal implications for the Trust:
           the boundaries of the two primary care trusts in Cheshire were likely
              to be realigned with those of the two local authorities, with perhaps
              over one-third of CECPCT’s income transferring to the west
              Cheshire PCT.


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                     Directors Meeting: Monday 4 February 2008: Part I: 3.1
                      Mid Cheshire Hospitals NHS Trust

              existing local authority management of children’s services and social
               services would be changed.
              as Foundation Trust, Mid Cheshire Hospitals would be required to
               work closely with local government in shaping and delivering the
               Local Area Agreement LAA.

           Resolved
            To transfer to Mr Morley the Trust’s representation at meetings
             concerning the LAA PM.


           MEDICAL DIRECTOR’S REPORT

07.2468    Changes to Clinical Services
           Dr Dodds said that he had no service changes to report. However, he
           would bring to the Directors Meeting in February new or revised
           business cases for services relating to Accident and Emergency
           Medicine, Macular Degeneration, and Orthopaedic Surgery. All of these
           would relate to improvements to service quality.

           Pathology and East Cheshire NHS Trust ECT
           Dr Dodds reported that practical means of support were being explored
           for the histopathology service at ECT, which was partnered with the
           Trust’s own pathology services.

           .
           STRATEGY

  07.2475 Intermediate Tier Service
          Mrs Frodsham presented the paper.

           The Chairman suggested that a clear view was needed of the number
           of beds, and of the ratio needed of staff to beds, required for the
           project. Mrs Godfrey stressed the need to rebuild public confidence in
           the future of VIN among Northwich residents. She added that the future
           configuration of PCTs made the facility at Tarporley of greater account;
           and that Elmhurst was unlikely to be available in the near future as
           potential accommodation, because of its unsatisfactory condition. She
           asked whether any accommodation would be included for palliative
           care in the project. Mrs Alcock questioned whether there were any
           wider implications for the project following the proposed realignment of
           PCT boundaries. Mrs Bullock suggested that terms such as
           intermediate care or step up care needed precise definition, as each
           implied distinct staffing implications. Mr Craig asked what the role of the
           newly-formed Strategy Group would be in relation to developing the
           project.

           In response, Mrs Frodsham explained that although bed numbers had
           not yet been agreed, there might be forty-five at Northwich, and thirty at
           Winsford. The ratio of staff to beds would depend on the grading of the

                                         Page 4 of 12

                      Directors Meeting: Monday 4 February 2008: Part I: 3.1
                    Mid Cheshire Hospitals NHS Trust

          staff. Dr Dodds suggested that mental health wards at Leighton, once
          vacated by Cheshire and Wirral Partnership Trust, might be available
          for palliative care. Mr Morley suggested that the Strategy Group should
          commission business cases, rather than supervise their preparation.

          Resolved
           To report to the Directors Meeting in February on the interim
            position and management of the intermediate tier service DF.
           To present the first full version of the business case to the
            April meeting of the Board, on the basis of clear definitions of
            care models, costs and staff per bed, and the implications of
            the likely realignment of PCT boundaries DF.
           To develop all future business cases against the likely
            realignment of PCT boundaries All.

07.2502   Service Transformation Methodology
          Mrs Alcock presented the report. The preferred option was 2, not 3 as
          stated in the paper.

          Mr Craig suggested that the CIP programme was urgent and should not
          be delayed by the development of a business case. Mrs Alcock replied
          that this proposal was for 2009/10, and represented a significant
          change that needed full consideration before adoption by the Board.
          The CIP for 2008/09 would not be affected. Mr Hopewell asked how
          the process would be paid for. Mr Morley replied that the Cost
          Improvement programme CIP for 2008/09 in no sense depended on the
          introduction of Lean; and that the associated staffing would be provided
          by transfer from the Access, Booking and Choice Team. Mr Chandler
          suggested that it was crucial to demonstrate the Board’s commitment to
          the CIP for 2009/10 by establishing the Lean process during 2008/09.

          Resolved
           To approve the development of a business case for service
            transformation methodology RA.
           To present the business case to the Directors Meeting in March
            RA.

07.2476   Occupational Health Service
          Mrs Alcock presented the business case for moving to a Cheshire-wide
           ‘hub and spoke’ occupational health service, based at Leighton but
          with satellites at both East and West Cheshire. It set out additional
          income streams, assessed conservatively but based on additional
          income allocated to the partner organisations. The existing service was
          unfit for purpose, and the premises in which it was based did not meet
          statutory requirements. There was a need to manage attendance more
          effectively, and to address stress at work as a topic in which the Health
          and Safety Executive HSE was particularly interested. Approval of the
          proposal was required at the present meeting if the closing date was to
          be met for capital through NHS Plus. If it did not approve the present
          proposal, the Board would need to consider at a later date alternative

                                       Page 5 of 12

                    Directors Meeting: Monday 4 February 2008: Part I: 3.1
                     Mid Cheshire Hospitals NHS Trust

          options for delivering the service. These would be unlikely to carry the
          advantage of central capital funding.

          Mrs Godfrey asked about possible competition from other NHS
          organisations that were not part of the inter-agency partnership but
          were in accessible distance of Leighton. Mr Goodwin suggested that
          the proposed capital cost of £1,600,000 for the unit seemed high. He
          and Mr Hopewell sought clarification of the nature of the capital funding:
          the Trust would have to pay public dividend on a public donation, and in
          any case might be unable to receive it as a Foundation Trust. Mr
          Grange asked about the security of the proposed partnership in the
          event of another NHS organisation ‘taking over’ one of the partners; the
          location of the proposed premises; and whether a decision today would
          commit the Board irrevocably to the project.

          In response, Mrs Alcock pointed out that there was no obvious local
          competition. As the status of the capital funding was unclear, she would
          establish that before any approved application was dispatched. If one
          of the Trust’s proposed partners was ‘taken over’, any consequent risk
          would be discussed with, and shared among, the remaining partners.
          Mr M Babb Divisional Director of Estates and Facilities was a member
          of the development group for the proposal, and had identified a
          potential location for it at Leighton. Although the Trust would not be
          bound in the short term by submitting an application, failure to maintain
          its commitment would reflect badly on the Trust with both its partnership
          organisations and the Department of Health.

          After the Chairman had summarised the arguments, it was

          Resolved
           To establish a clear definition of the nature of the capital
            funding on offer, before dispatching the case; and to review the
            case in the light of any advice received RA.
           To submit the case only if that definition could be established
            RA.
           To review the position at the Directors Meeting in February RA,
            JCP.



          STRATEGY IMPLEMENTATION

07.2422   Foundation Trust Application
          Mr Morley reported that a team from Monitor was to visit the Trust on
          the following day, to interview the Chairman and Executive Directors.
          Mr Goodwin added that a team from Price Waterhouse Cooper was due
          to revisit the Trust in the following week.

07.2503   Foundation Trust Application: Certificates
          Mr Goodwin presented the draft certificates, that required signature by
          the Chairman to confirm their endorsement by the Board.

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                     Directors Meeting: Monday 4 February 2008: Part I: 3.1
          Mid Cheshire Hospitals NHS Trust


In reaching the view that the Trust had senior management (executive
directors and their direct reports) with the capability and experience
needed to deliver the Trust’s strategy, it took account of:
 The success of the structure implemented in April 2006 “Fit for the
    Future” and the assessment process used at that time.
 Objective setting and performance appraisal reviewed by the
    Appointments and Remuneration Committee during the last year.
 The proposals for changing the portfolios of Executive Directors
    considered by the Board in November 2007.
      The proposals for strengthening a number of functions
    considered as part of the 2008/09 Service and Financial Plans
 the Finance Department
 the appointment of a Business Development Director
 Performance Management
 Service Development

The Trust had a selection process that ensured that Non-Executive
Directors NEDs had the appropriate experience and skills. This
included the composition of the Board Committees:
 The performance of NEDs was assessed against a checklist of
    competencies;
 There was an annual review of NEDs against their performance
    objectives, during which future training needs were discussed and
    commissioned;
 The Chairman considered the business needs of the Trust as part of
    his review of NED competencies eg the recent appointment of
    CCAB-qualified NED had recently been recruited;
 The Chair appointed NED to Committees to fit their competencies;
 Continuing training and development was provided:
       o Internal briefings
       o Away days
       o External courses and seminars
       o Networking with non-executive directors from other trusts
 The current committee structure had functioned since April 2006,
    and terms of reference had been considered in the Audit and
    Assurance Committee and in Board in the second half of 2007. All
    Board committees included membership of two NEDs, one of which
    was Committee Chair. Collectively, the NEDs (excluding the
    Chairman) comprised the Audit and Assurance Committee. Each
    Committee        had     an       Executive     Director     Lead.


The Board believed that it had adequate management structures, and
that the roles identified match with the requirements of an NHS
Foundation Trust. The Board considered the following in arriving at its
view:
 The Divisional structures were formed in April 2006 and were
   considered best practice in the NHS, including Foundation Trusts;

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          Directors Meeting: Monday 4 February 2008: Part I: 3.1
                     Mid Cheshire Hospitals NHS Trust

             All positions were against job descriptions which had all been
              revised in the last two years and reviewed annually;
             Divisional performance management is conducted by the Executive
              Directors quarterly;
             Expenditure authorities are delegated in line with the management
              structures and managers are held responsible;
             The Trust had a leadership development programme.

          The Board confirmed that, since the last Statement of Internal Control,
          its self assessment on the new healthcare standards and the last
          assessments for the Risk Pooling Scheme for Trusts and Clinical
          Negligence Scheme for Trust, there had been no material change in the
          Trust’s risk management strategy, policies or processes. The Board
          confirmed that these processes have been implemented and are
          effective. The Board considered the following when arriving at its view:
           The Committee structure, including the Audit and Assurance
              Committee, provided assurance to the Board of ongoing controls
              and standards;
           The NHSLA had confirmed level 1 for the Trust and level 2 for
              maternity services in the last four months. Action plans were in
              place to move to higher levels at the earliest opportunity;
           As changes to Risk Management Strategy, Policy and Processes
              required authorisation by Committees and the Board, there was full
              visibility. Internal Audit assisted the AAC with its assurance on the
              currency and implementation of these strategies, policies and
              procedures.

          Resolved
           To endorse the Certificates on the basis of the above DPG, AHW

06.347    Risk Assurance Framework
          Mr Goodwin presented the paper.

          Mr Hopewell suggested that dates should be added against each
          action. Mr Morley proposed that the objective covering the Trust’s
          overall rating should be changed to reflect the Board’s aspiration in
          2008 for the trust to achieve a rating of Excellent for Finance and Good
          for Service Quality in 2008; and that risks should be added to reflect
          the creation of two unitary local authorities, and associated
          changes to PCT boundaries; and the potential for vertical integration of
          services with CECPCT’s ‘provider arm’.

          Resolved
           To approve the revised Risk Assurance Framework, subject to
            incorporating the changes proposed by Mr Morley DPG.

07.2504   Foundation Trust Application: Standing Orders
          Mr Park presented the paper. The Standing Orders for the Board of
          Directors and Council of Governors, and the accompanying Schedules,


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                    Directors Meeting: Monday 4 February 2008: Part I: 3.1
                      Mid Cheshire Hospitals NHS Trust

           should accompany the revised Constitution that the Board had
           approved at its last meeting. After discussion, it was

           Resolved
            To approve the format of the Standing Orders, subject to the
             addition of further changes to be proposed by Directors All.

07.2505    Procurement of Imaging Equipment
           Mr Goodwin presented the paper. An operating lease for this equipment
           was required by 1 April 2008, but the Trust had been awaiting the input
           of the NHS Procurement Agency. The full business case was available
           for reference.

           Dr Dodds added that, in service terms, there was no alternative         to
           providing this item, and he pointed out that the functionality of imaging
           technology rapidly became outdated. Mrs Frodsham indicated that the
           business case did not include provision of a CT scanner, and that the
           Board would need to return to that issue in due course.

           Resolved
            To approve the paper DPG.



           PERFORMANCE MANAGEMENT

 07.2506   Performance Report to 30 November 2007
           On behalf of the Executive Directors, Mr Goodwin presented the full
           report to 30 November 2007.

           Section 1: Finance Focus
           The number of elective cases had not increased at the forecast rate;
           there was a shortfall in the number of outpatient attendances, despite
           an increased number of GP referrals; and there were issues about the
           capacity for surgical cases. In response to Mr Hopewell’s enquiry, Mr
           Goodwin explained that some of the figures on page 6 demonstrated an
           overspending that derived from the number of emergency cases treated
           during the period. Mr Grange suggested that increased transport costs
           derived from the same issue.

           Section 2: System Delivery Focus
           The number of cancelled operations; the operation of the 18 weeks’
           elapse time from referral to treatment; and the above-trajectory
           incidence of MRSA and C Diff gave cause for concern. The Board
           understood the explanations for these, but undertook to keep them
           under scrutiny. The data concerning    compliance    with   clinical
           pathways had been shared with CECPCT so that it could monitor the
           Trust’s performance.

           Section 3: Patient Focus

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                      Directors Meeting: Monday 4 February 2008: Part I: 3.1
                      Mid Cheshire Hospitals NHS Trust

            The pattern of complaints was considered.

            Section 4: Workforce Focus
            Rates of staff attendance at work had improved during November. Mrs
            Alcock reported that data prepared by NHS North West demonstrated
            that attendance rates by Trust staff currently ranked 61 out of 171
            healthcare organisations, compared to a ranking of 96 in the previous
            year. The Chairman proposed that the Performance and Finance
            Committee should consider in more depth some of the key staffing and
            cost data in the report.

            Section 5: Learning and Development Focus
            There was a need to ensure that staff appraisals were completed to
            time across the Trust.

            Section 6: Market Focus
            The Trust had won back the pathology service contract with Danebridge
            GP Practice in Northwich.

            Section 7: External Focus
            There was a need to review the Trust’s emergency preparedness and
            business continuity planning.

            Resolved
             To approve the report EDs.
             To remit variances in 3A on page 6 to the Performance and
              Finance Committee for further assurance DPG.
             To plot complaints since 1 April 2007, and remit to Performance
              and Finance Committee for further consideration TB.
             To remit workforce data to Performance and Finance
              Committee to provide assurance RA.

 07.2458    Performance in Infection Prevention and Control IPC
            Mrs Bullock presented the report. The future requirement for Matrons to
            report directly to the Board on infection prevention and control IPC
            would be achieved through the quarterly report on IPC.

            Resolved
            To approve the report TB.


            ACCOUNTABILITIES

            Minutes of Board Committee Meetings

07.2499     Marketing Group: Meeting of Friday 21 December 2007
            Mr Chandler presented the workplan that the Group had prepared as a
            record of its first meeting. In due course, the Group would consider
            ‘branding issues’ for the Trust, and would present a full marketing
            strategy to the Board meeting in April 2008.

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                      Directors Meeting: Monday 4 February 2008: Part I: 3.1
                      Mid Cheshire Hospitals NHS Trust


           Resolved
           To accept the workplan prepared at the meeting of the Marketing
            Group of Friday 21 December 2007.

06.2346    Practice Standards Committee: Meeting of Monday 17 December
           2007
`          The Chairman presented the minutes. The continuing absence on sick
           leave of the Clinical Governance Manager had delayed completion of
           the Divisional self-assessments in clinical governance. Under
           PSC07.121, a business case would not be sent to the Board, as the
           issue would be included in the specialist nurse review.

           Resolved
           To accept the minutes, and associated papers, of the meeting of
            the Practice Standards Committee of Monday 17 December 2007.

07.2418    Forthcoming Visits by, and Reports from, External Agencies for
           the Purposes of Accreditation, Inspection, or Investigation
           Mr Park presented the paper. He drew attention to the NHSLA
           accreditation visit to which the Chairman had previously referred; and
           Mrs Bullock reported that a successful Colorectal Cancer Peer Review
           visit had recently taken place. After discussion, it was

           Resolved
            To accept the report JCP.


           ANY OTHER BUSINESS

07.2507    Quarterly Board Matrix
           After discussion, it was

           Resolved
            To complete the quarterly Board matrix for the Directors
             Meeting in February.

           TIME, DATE AND PLACE OF NEXT MEETING
           The next Directors Meeting will be held at 9.30am on Monday 4
           February 2008 in the Large Committee Room at Leighton Hospital.




                  Signed ........................................................

                                         Chairman


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                      Directors Meeting: Monday 4 February 2008: Part I: 3.1
    Mid Cheshire Hospitals NHS Trust


Date ............................................................




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    Directors Meeting: Monday 4 February 2008: Part I: 3.1

				
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