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					The Role of the
Board Secretary



A Governance Good Practice Guide
                      June 2009
   Foreword

   Welcome to this good practice guide on the role of the Board
   Secretary within NHS organisations in Wales.


   This is one of a series of governance good practice guides
   designed to support the development of a framework of
   good governance throughout NHS Wales. The governance
   framework embodies a culture and associated behaviours
   that meet the highest standards of public service delivery to
   ensure the best possible outcomes for citizens in Wales.


   Other titles in this series include:
      v Citizen Centred Governance
      v The Role of the Board
      v Effective Committees
      v Planning Board Business
      v Chairing Meetings
      v Scrutiny: Making it work
      v Making Effective Decisions
      v Demonstrating Accountability


These guides, together with further information on all aspects of NHS
governance are available online at www.nhswalesgovernance.nhs.uk
or in hard copy from WAG, DHSS Governance Policy, CP2, Cathays
Park, Cardiff, CF10 3NQ.




                                                                   1
Contents


1   Introduction                                     3


2   The NHS Wales Governance Framework               4


3   The Role of the Board Secretary                  5


4   The Board Secretary’s relationships              6


5   The Board Secretary’s core responsibilities      8


6   Additional duties                                13


7   Developing the role of the Board Secretary       13


8   Further guidance                                 14


9   Contact us                                       15




    Appendix A:    Frequently Asked Questions


    Appendix B:    Model Role Description & Person
                   Specification



                                                     2
Introduction

The Assembly Government’s One Wales document determined that the NHS
in Wales must be redesigned to improve health outcomes and ensure that it
delivers care effectively with its public sector partners. A new structure for the
NHS in Wales takes effect on 1st October 2009, and brings with it a
strengthened governance and accountability framework designed to support a
more strategic relationship between the NHS nationally and its local NHS
organisations. This means that the NHS nationally will define required
outcomes for local bodies within a clear framework of standards and best
practice principles, and local bodies will be given the freedom to determine
how best to achieve those outcomes within the framework set.


The role of the Board Secretary will be a key component within this new
operating environment. This guide:


i)     establishes the Board Secretary as a key senior post within individual
       NHS bodies supporting the Board and the whole organisation in
       ensuring its effective governance; and
ii)    sets out minimum standards and principles to support the conduct of
       the role.


In developing this guidance and documentation, we have taken full account
of:


Þ      the way in which the role has developed and operated within in the
       NHS in Wales in recent years;


Þ      established and developing best practice for the conduct of the role as
       set out in key governance documents including the Combined Code of
       Corporate Governance and supported by the professional body for
       Board Secretaries – the ‘Institute of Company Secretaries and
       Administrators (ICSA)’; and


Þ      the views of NHS governance practitioners across Wales.
                                                                                 3
The NHS Wales Governance Framework
The Assembly Government’s Citizen Centred Governance principles embody
what the Assembly Government wants public services to be: focused on the
needs of citizens; with citizens who are engaged and involved in the
development of services and who receive services which are efficient,
effective and innovative in their design and implementation. The principles
are:


   §   Putting the citizen first - Putting the citizen at the heart of everything
       and focusing on their needs and experiences; making the
       organisation’s purpose the delivery of a high quality service
   §   Knowing who does what and why - Making sure that everyone
       involved in the delivery chain understands each other’s roles and
       responsibilities and how together they can deliver the best possible
       outcomes
   §   Engaging with others – working in constructive partnerships to deliver
       the best outcome for the citizen
   §   Living public sector values – being a value-driven organisation,
       rooted in Nolan principles and high standards of public life and
       behaviour, including openness, customer service standards, diversity
       and engaged leadership
   §   Fostering innovative delivery – being creative and innovative in the
       delivery of public services – working from evidence, and taking
       managed risks to achieve better outcomes
   §   Being a learning organisation – always learning and always
       improving service delivery
   §   Achieving value for money – looking after taxpayers’ resources
       properly, and using them carefully to deliver high quality, efficient
       services


These principles establish the standards of good governance for the NHS in
Wales and are designed to ensure:




                                                                                4
   §   clarity for everyone working within the NHS system, those working in
       partnership with the NHS, those receiving NHS services themselves;
       and carers and relatives of those receiving NHS services;
   §   responsibility is placed with those who are best equipped to meet
       those responsibilities;
   §   recognition for those achieving their objectives; and
   §   action to ensure activities remain on track.


The extent to which individual NHS organisations are able to demonstrate
their alignment with the citizen centred governance principles will contribute to
the Minister for Health and Social Services’ annual review of NHS bodies’
performance.




The role of the Board Secretary
The role of the Board Secretary is a pivotal one within LHBs and NHS Trusts
in Wales. As principal advisor to the Board and the organisation as a whole
on all aspects of governance, the Board Secretary – on behalf of the Chair
and Chief Executive - leads the design and ongoing development of a
governance and assurance framework for the organisation and ensures that it
meets the standards of good governance set for the NHS in Wales. The
Board Secretary promotes and helps sustain these standards by:


   §   Keeping    under    review   legislative,   regulatory   and   governance
       developments that impact on the LHB’s/Trust’s activities and ensuring
       that the Board is appropriately briefed on them;
   §   Winning the confidence of the Board - acting as ‘wise counsel’
       providing a confidential sounding board to the Chair and individual
       Board members on all aspects of board business including issues of
       concern;
   §   Guiding the Board in the responsible and effective conduct of its role,
       providing, where appropriate, a discreet, challenging and independent
       voice in relation to Board deliberations and decision making;


                                                                                5
   §   Ensuring that in all its dealings, the Board acts fairly, with integrity, and
       without prejudice or discrimination; and
   §   Contributing to the development of an organisational culture that
       embodies NHS values and standards of behaviour.


In doing so, the Board Secretary will play a key role in protecting and
enhancing the reputation of the LHB/Trust and NHS Wales.


As advisor to the Board, the Board Secretary is not a board member, and the
role does not affect the specific responsibilities of board members for
governing the organisation.


The Board Secretary works as a member of the organisation’s Senior
Management Team - supporting the Chief Executive in fulfilling his/her
Accountable Officer role and contributing to the formulation of strategy, policy
and the delivery of statutory and corporate responsibilities, as appropriate.


The operation of the role of Board Secretary within individual NHS
organisations provides added assurance to stakeholders locally (both citizens
and partners) and WAG nationally that individual NHS organisations are
governed effectively and operating within the framework of good governance
set for the NHS in Wales. The role is designed to support the ongoing
development of this framework in a way that is consistently strong on
standards and principles and flexible in design and process in order to
achieve the best fit to suit local circumstances.




The Board Secretary’s Relationships
The key to the success of the role of Board Secretary depends on the post
holder’s skills in developing and managing effective working relationships.
The Board Secretary’s key relationships will be with the Board, and on a day
to day basis with its Chair, Chief Executive and Senior Management Team.


The Board Secretary is accountable to:

                                                                                  6
   §   the whole Board, through the Chair on all matters in relation to his/her
       responsibilities in respect of the Board, its Committees and Advisory
       Groups ; and
   §   the Chief Executive in relation to his/her responsibilities as a member
       of the executive team.


The Board Secretary’s role is typically supported by a team of staff who assist
him/her in the day to day conduct of business.


If you are a Board Member, the Board Secretary will act as your first point of
contact for routine board business. He/she will provide you with advice and
guidance on all aspects of the conduct of your role, e.g., advising on potential
conflicts of interest, and ensure that you are properly equipped to fulfil your
corporate responsibilities as a board member.


If you are a member of a committee or group set up by the Board, the Board
Secretary will ensure that you are fully supported in your role. He/she will
help you to understand how your role and that of the Committee/Group of
which you are a member fits within the overall organisation, and that you have
access to advice, guidance, secretariat support and up to date information to
help you carry out your work.


If you are a member of staff within the LHB/Trust, the Board Secretary will
provide you with advice and guidance on all aspects of governance within the
organisation and help you consider the governance implications of any aspect
of your work.


If you are a member of the public or other stakeholder, the Board Secretary
will help you understand how the local NHS organisation operates, and how
you can feed in your thoughts and views on the work of the NHS body. He/she
will facilitate the development and maintenance of a strong relationship
between stakeholders, local citizens and the Board, and help ensure that the
Board takes full account of all views in its decision making.



                                                                                  7
If you are a partner organisation operating at a community, regional of
national level, the Board Secretary will work with you to develop a strong,
consistent framework of good governance to facilitate effective partnership
working. He/she will facilitate the development and maintenance of a strong
relationship between you and the Board, and help ensure that the Board takes
full account of your views in its decision making.


If you are working in the governance area, perhaps as an auditor, inspector
or regulator, or a fellow Board Secretary, the Board Secretary will act as a
main liaison for all aspects of governance within the LHB/Trust. He/she will
work with you to provide advice and information as well as share their
experience of the role in order to inform and develop further the role of the
Board Secretary and the broader development of the governance agenda
within the NHS in Wales and the wider public sector.




The Board Secretary’s Core Responsibilities
The overall design of the role of Board Secretary within individual NHS
organisations in Wales is a matter for determination by the Board, taking into
account its own organisational design. As a minimum, its core responsibilities
should include the following aspects.


The Governance Framework


Ø      Design and develop the LHB’s/Trust’s Board and Committee
       framework – including any Advisory Groups such as the Stakeholder
       Reference Group and the Professional Forum - ensuring all are
       properly constituted, operated and supported, according to the relevant
       statutory framework and in accordance with directions set by the
       Assembly Government


Ø      Ensure Standing Orders and Standing Financial Instructions are
       adopted, acted upon, reviewed and amended/updated as necessary


                                                                                 8
Ø   Establish a schedule of matters reserved for decision by the Board


Ø   Ensure that effective arrangements are in place for the delegation of
    LHB/Trust functions within the organisation and to others, as
    appropriate


Ø   Ensure synergy with the LHB/Trust’s performance management
    framework through the design and development of a clear system to
    action Board decisions utilising strong programme management
    discipline


Ø   Ensure that appropriate arrangements are in place to uphold the values
    and standards of behaviour adopted within the LHB/Trust and its
    supporting committees, including those relating to:


       o reporting and recording of interests;
       o gifts and hospitality;
       o fraud;
       o whistleblowing; and


    ensuring that a robust system is in place to investigate and deal with
    complaints relating to alleged breaches of these values and standards.


Ø   Undertake specific, sensitive investigations on behalf of the Chair/Chief
    Executive


Ø   Continually review developing best practice in public sector governance
    taking account of developments in other parts of the NHS, the wider
    public sector and the private sector and applying this to the LHB/Trust
    governance framework, as appropriate




                                                                           9
Equipping the Board, its Committees and its Advisory Groups to deliver


Ø   Develop a proactive relationship with Board/Committee/Advisory Group
    members, acting as the first point of contact with members and providing
    ongoing advice and support regarding the discharge of their duties


Ø   Contribute to the design and development of induction programmes for
    new Board/Committee/Advisory Group members and ensure delivery of
    agreed induction which ensures a full, formal and tailored introduction to
    the work of the LHB/Trust


Ø   Contribute to the design and ensure delivery of a comprehensive,
    ongoing development programme for Board/Committee/Advisory Group
    members


Ø   Ensure the membership of the Board’s committees is regularly reviewed
    and refreshed, as appropriate


Ø   Support Board succession planning and oversee Independent Members’
    rotation on committees as appropriate


Ø   Facilitate   good    information   flows    between     Board/Committee
    members/Advisory Group members, fostering effective working between
    Directors and Independent Members within and between the Board, its
    Committees and Advisory Groups


Handling Board & Committee Business


Ø   Ensure that Board, Committee and Advisory Group business is properly
    planned and effectively co-ordinated through the production of Annual
    Plans of Board, Committee and Advisory Group business


Ø   Following a programme management approach (where applicable),
    ensure the smooth conduct of individual Board, Committee and Advisory
    Group meetings by:

                                                                           10
         Þ providing advice and assistance to the Chair on the preparation
             of agendas and the quality and content of papers;
         Þ ensuring timely delivery of papers;
         Þ providing advice to the Chair and Board/Committee/Advisory
             Group members on the conduct of meetings; and
         Þ providing independent expert advice and support to the Chair
             and Board/Committee/Advisory Group members on all matters
             relating   to    statutory   and,   legislative   compliance    and
             interpretation    of   Standing     Orders,   Standing     Financial
             Instructions and other directions and guidance.


Ø   Ensure that Board, Committee and Advisory Group decisions are
    recorded clearly and accurately within minutes and reports


Ø   Pursue follow up actions and reporting on matters arising


Ø   Ensure the safe custody and proper use of the LHB/Trust Seal.


Working with and taking account of the views of others


Ø   Act as a key point of contact between the Board and its stakeholders


Ø   Ensure that robust governance arrangements are established and
    operating effectively in relation to functions carried out in partnership with
    or on behalf of the Board by others. This includes, for example, joint
    committees established with other LHBs, Trusts, Local Authorities,
    Universities or the Third Sector


Ø   Ensure that the Board takes full account of community and stakeholder
    views in its decision making


Ø   Facilitate the development and maintenance of strong relationships with
    LHB/Trust partners and stakeholders across the LHB’s/Trust’s area,
    including Community Health Councils

                                                                               11
Assurance on the Conduct of LHB/Trust Business


Ø   Design and develop the LHB/Trust Assurance Framework


Ø   Ensure the appropriate co-ordination of internal and external assurance
    activities carried out by LHB/Trust staff and NHS auditors, inspectors and
    regulators


Ø   Co-ordinate and support the development and delivery of key sources of
    internal assurance including Internal Audit, Clinical Audit, etc.


Ø   Oversee a programme of regular review and evaluation of Board and
    committee performance incorporating a range of methods including self
    assessment, independent facilitation, etc.


Ø   In conjunction with the Chair and the Chief Executive, establish
    arrangements for the ongoing performance appraisal of Board members


Demonstrating Organisational Accountability


Ensure:


Ø     visibility, openness and transparency in all aspects of Board and
      committee business


Ø     that governance related information is available to the public and others
      in accordance with the LHB/Trust communication strategy


Ø     the necessary disclosures on governance and the workings of the
      Board through the preparation, publication and distribution of the
      Annual Report.




                                                                            12
The Board Secretary’s Additional Duties
As a member of the Senior Management Team, the Board Secretary should
contribute to the development and review of the LHB/Trust corporate and
business plans to ensure they are consistent with the LHB/Trust strategy and
direction, NHS Wales’s priorities and stakeholder requirements.


Additionally, the Board Secretary’s role may be designed to incorporate
further responsibilities. It is possible that these will expand over time as NHS
organisations develop and their governance arrangements mature.


Typically, any additional responsibilities would cover other corporate
functions. In determining any such duties, the Board must take care to ensure
that they will not conflict with or inhibit the effective conduct of the Board
Secretary’s primary role.


The Board Secretary will also be a member of, and should actively participate
in the NHS Wales Community of Practice on Governance, alongside an
appropriate programme of continuing professional development.




Developing the role of the Board Secretary
In order to help realise the full potential of the new NHS in Wales, the role of
the Board Secretary will need to be continuously developed and individual
NHS bodies will need to consider how best to invest in and develop the role
and function within their own organisations.


For example, where the appointed Board Secretary does not hold the
internationally recognised qualification for Board Secretaries, awarded by the
Institute of Chartered Secretaries and Administrators (www.icsa.org.uk), there
should be an expectation that the post holder achieve this qualification within
three years of taking up post. The course leading to this qualification is


                                                                                 13
offered by various providers, providing access to postgraduate study at
certificate, diploma and Masters level.


The Welsh Assembly Government, working with the National Leadership and
Innovation Agency for Healthcare (NLIAH) enables access to many of these
options, and supports the ongoing development of the role through facilitation
of an NHS Wales community of practice on Governance.


There are a range of networks, courses and study packs available to Board
Secretaries, offered by several organisations. For further information and for
details of what WAG and NLIAH are currently exploring in relation to
professional development for Board Secretaries, please contact the
Governance team at the Assembly Government via the Governance e-Manual
Feedback page:


http://www.nliah.com/governanceemanual/display/Feedback.aspx


or at NLIAH at their Workforce Development Unit:


NLIAH Workforce Development Unit




Further guidance
Further information on all aspects of NHS governance in Wales is available online at
www.governance.nhs.uk or in hard copy from [insert details here].


There are many books and publications available relating to the role of Board
Secretary. The following websites may provide you with more detail:


   v The Institute of Chartered Secretaries and Administrators
      www.icsa.org.uk


   v Institute of Directors
      www.iod.com

                                                                             14
   v Companies House
      www.companieshouse.gov.uk


   v Financial Reporting Council
   http://www.frc.org.uk/CORPORATE/COMBINEDCODE.CFM




Contact us
The Assembly Government’s governance contact is:


Alyson Thomas
Telephone: 029 2082 6132
e-mail: thomasaj@wales.gsi.gov.uk
Address:


      Governance in Wales Project
      Department for Public Services & Performance
      Welsh Assembly Government
      Cathays Park
      Cardiff
      CF 10 4XT




                                                      15
                                                        Appendix A

            The role of the Board Secretary:
                Frequently asked questions

Q: Is there a Board Secretary in every NHS Wales organisation?
   Yes. This is an important role at local level and a key element of
   the strengthened governance framework for the NHS in Wales.
   The introduction of a Board Secretary within individual NHS
   organisations provides added assurance to citizens and public
   sector partners locally, and nationally, that NHS bodies are
   governed effectively and attaining the standards of good
   governance established for the Welsh public sector.


Q: Are they always called ‘Board Secretary’?
   No. There are many titles that may be used to describe the role of
   an individual who has responsibility for the core functions we have
   described. Examples include ‘Corporate Secretary’ and ‘Head of
   Governance. Individual NHS bodies will determine the title in a
   way which best describes how the role operates within their own
   organisations.


Q: Are the roles the same in every NHS Wales organisation?
   Yes and no. The core responsibilities of the role are the same in
   all NHS organisations, as these represent the minimum standard
   for the conduct of the role across the NHS in Wales. However, the
   overall design and operation of the role will be a matter for local
   determination by the Board of each individual organisation, taking
   account of the need to preserve the integrity of the principal
   functions of the role.

                                                                         16
Q: Is the Board Secretary independent of the organisation?
   No. The advice provided by the Board Secretary must be
   independent and objective - the person occupying the role is not
   doing so independently of the organisation – they are part of the
   organisation and operate within it.


Q: Why aren’t they members of the Board?
   In order to preserve the integrity of the role as principal advisor to
   the Board, they must be independent of the Board itself.


Q: Shouldn’t they be accountable to the Chief Executive rather
   than the Chair?
   The accountabilities for the role have been defined in line with
   professional best practice and a way that demonstrates additional
   assurance to the organisations stakeholders that the organisation
   as a whole operates within the framework of good governance set
   for the NHS in Wales. This includes the operation of the Board –
   which is the responsibility of the Chair, and not the Chief
   Executive.   Whilst the Board Secretary’s role is to support both
   the Chair and the Chief Executive (to whom he/she is accountable
   in relation to his/her responsibilities as a member of the senior
   management team), he/she must be ultimately accountable to the
   whole Board, through the Chair, and not only the Chief Executive.


Q: Should the Board Secretary be a member of the Senior
   Management Team – won’t this compromise their
   independence?
   The advice provided by the Board Secretary must be independent
   and objective - the person occupying the role is not doing so

                                                                        17
   independently of the organisation – they are part of the
   organisation and operate within it. On this basis, it is appropriate
   that they form part of the Senior Management Team.


Q: How can they be responsible for the organisation’s
   Governance and Assurance framework – isn’t that the role of
   the Chief Executive and Directors?
   The Chair, who is accountable for the performance of the
   organisation through his/her leadership of the Board, will need to
   be assured on the conduct of business and the effective
   management of risk. The Chief Executive, as Accountable Officer
   (AO), must ensure that appropriate arrangements are in place to
   provide him/her with the assurance necessary to fulfil his/her AO
   responsibilities, and in turn, individual Directors must assure
   themselves and others on the conduct of the work which falls
   within their remit. This does not mean that these individuals must
   design and develop that framework, although they must approve it
   and, once approved, operate within it.


   The Board Secretary is ideally placed to co-ordinate this function in
   an objective, balanced manner, ensuring that all elements of
   assurance are brought together clearly and cohesively within one
   overarching framework that meets the requirements for the whole
   organisation.




                                                                          18
                                                               Appendix B

     The role of the Board Secretary:
     Model Job Description & Person Specification

     Post Title:        Board Secretary

     Accountable to:    i) the LHB/Trust Board, through the Chair on all matters
                        in relation to his/her responsibilities in respect of the
                        Board, its Committees and Advisory Groups; and

                        ii) the LHB/Trust Chief Executive in relation to his/her
                        responsibilities as a member of the LHB/Trust Senior
                        Management Team

     Key relationships Chair
                       Chief Executive Officer
                       LHB/Trust Board
                       Senior Management Team
                       Committee/Sub-Committee/Joint Committee members
                       Staff representatives and trade unions
                       [Members of the Stakeholder Reference Group]
                       [Members of the Professional Forum]
                       [Members of the Local Partnership Forum]
                       Auditors, Inspectors and Regulators
                       Local and community partnerships, including Local
                       Service Boards
                       Local citizens
                       Community Health Councils
                       Other NHS organisations
                       Board Secretaries


     Remuneration and
     Terms & Conditions
     Of Service:               [insert]

     Location:                 [insert name] LHB/Trust Headquarters



JOB PURPOSE

The role of Board Secretary is a pivotal one within the [xxx] LHB/Trust. He/she will be
principal advisor to the Board and the organisation as a whole on all aspects of
governance. The Board Secretary will – on behalf of the Chair and Chief Executive - lead
the design and ongoing development of a governance and assurance framework for the
new organisation and ensure that it meets the standards of good governance set for the
NHS in Wales. The Board Secretary will promote and help sustain these standards by:
                                                                               19
     Þ Keeping under review legislative, regulatory and governance developments that
       impact on the LHB/Trust’s activities and ensuring that the Board is appropriately
       briefed on them;
     Þ Winning the confidence of the Board – acting as ‘wise counsel’ providing a
       confidential sounding board to the Chair and individual Board members on all
       aspects of board business including issues of concern;
     Þ Guiding the Board in the responsible and effective conduct of its role, providing,
       where appropriate, a discreet, independent and challenging voice in relation to
       Board deliberations and decision making;
     Þ Ensuring that in all its dealings, the Board acts fairly, with integrity, and without
       prejudice or discrimination; and
     Þ Contributing to the development of an organisational culture that embodies NHS
       values and standards of behaviour.

In doing so, the Board Secretary will play a key role in protecting and enhancing the
reputation of the LHB/Trust and NHS Wales.

The Board Secretary will work as a member of the LHB/Trust Senior Management Team,
supporting the Chief Executive in fulfilling his/her Accountable Officer role and
contributing to the formulation of strategy, policy and the delivery of statutory and
corporate responsibilities, as appropriate. The Board Secretary will report on a day to day
basis to the LHB/Trust’s Chief Executive and Chair.


ROLE DESCRIPTION:
KEY RESPONSIBILITIES

Governance Framework

Ø    Design and develop the LHB/Trust’s Board and committee framework - including any
     Advisory Groups, such as the Stakeholder Reference Group and Professional
     Forum – ensuring all are properly constituted, operated and supported, according to
     the relevant statutory framework and in accordance with directions set by the
     Assembly Government

Ø    Ensure Standing Orders and Standing Financial Instructions are adopted, acted
     upon, reviewed and amended/updated as necessary

Ø    Establish a schedule of matters reserved for decision by the Board

Ø    Ensure that effective arrangements are in place for the delegation of LHB/Trust
     functions within the organisation and to others, as appropriate

Ø    Ensure synergy with the LHB/Trust’s performance management framework through
     the design and development of a clear system to action Board decisions utilising
     strong programme management discipline

Ø    Ensure that appropriate arrangements are in place to uphold the values and
     standards of behaviour adopted within the LHB/Trust and its supporting committees,
     including those relating to:


                                                                                  20
              Þ   reporting and recording of interests;
              Þ   gifts and hospitality;
              Þ   fraud;
              Þ   whistleblowing; and

    ensuring that a robust system is in place to investigate and deal with complaints
    relating to alleged breaches of these values and standards.

Ø   Undertake specific, sensitive investigations on behalf of the Chair/Chief Executive

Ø   Continually review developing best practice in public sector governance taking
    account of developments in other parts of the NHS, the wider public sector and the
    private sector and applying this to the LHB/Trust’s governance framework, as
    appropriate


Equipping the Board, its Committees and its Advisory Groups to deliver

Ø   Develop a proactive relationship with Board/Committee/Advisory Group members,
    acting as the first point of contact with members and providing ongoing advice and
    support regarding the discharge of their duties

Ø   Contribute to the design and development of induction programmes for new
    Board/Committee/Advisory Group members and ensure delivery of agreed induction
    which ensures a full, formal and tailored introduction to the work of the LHB/Trust

Ø   Contribute to the design and ensure delivery of a comprehensive, ongoing
    development programme for Board/Committee/Advisory Group members

Ø   Ensure the membership of the Board’s committees is regularly reviewed and
    refreshed, as appropriate

Ø   Support Board succession planning and overseeing Independent Members’ rotation
    on committees as appropriate

Ø   Facilitate good information flows between Board/Committee/Advisory Group
    members, fostering effective working between Directors and Independent Members
    within and between the Board, its Committees and Advisory Groups


Handling Board, Committee and Advisory Group Business

Ø   Ensure that Board, Committee and Advisory Group business is properly planned and
    effectively co-ordinated through the production of Annual Plans of Board, Committee
    and Advisory Group business

Ø   Following a programme management approach (where applicable), ensure the
    smooth conduct of individual Board, Committee and Advisory Group meetings by:

          Þ     providing advice and assistance to the Chair on the preparation of
                agendas and the quality and content of papers;
          Þ     ensuring timely delivery of papers;

                                                                                 21
           Þ    providing advice to the Chair and Board/Committee/Advisory Group
                members on the conduct of meetings; and
           Þ    providing independent, expert advice and support to the Chair and
                Board/Committee/Advisory Group members on all matters relating to
                statutory and, legislative compliance and interpretation of Standing
                Orders, Standing Financial Instructions and other directions and
                guidance

Ø   Ensure that Board, Committee and Advisory Group decisions are recorded clearly
    and accurately within minutes and reports

Ø   Pursue follow up actions and reporting on matters arising

Ø   Ensure the safe custody and proper use of the LHB/Trust Seal.


Working with and taking account of the views of others

Ø   Act as a key point of contact, ensuring effective communication between the Board
    and its stakeholders

Ø   Ensure that robust governance arrangements are established and operating
    effectively in relation to functions carried out in partnership with or on behalf of the
    Board by others. This includes, for example, joint committees established with
    LHBs, Trusts, Local Authorities, Universities or the Third Sector

Ø   Ensure that the Board takes full account of community and stakeholder views in its
    decision making

Ø   Facilitate the development and maintenance of strong relationships with LHB/Trust
    partners and stakeholders across the LHB/Trust’s area, including Community Health
    Councils


Assurance on the Conduct of LHB/Trust Business

Ø   Design and develop the LHB/Trust Assurance Framework

Ø   Ensure the appropriate co-ordination of internal and external assurance activities
    carried out by LHB/Trust staff and NHS auditors, inspectors and regulators

Ø   Co-ordinate and support the development and delivery of key sources of internal
    assurance, including Internal Audit, Clinical Audit, etc

Ø   Oversee a programme of regular review and evaluation of Board and committee
    performance incorporating a range of methods including self assessment,
    independent facilitation, etc.

Ø   In conjunction with the Chair and the Chief Executive, establish arrangements for the
    individual performance appraisal of Board members



                                                                                  22
Demonstrating Organisational Accountability

Ensure:

Ø visibility, openness and transparency in all aspects of Board and committee
business

Ø    that governance related information is available to the public and others in
     accordance with the LHB/Trust’s communication strategy

Ø    the necessary disclosures on governance and the workings of the Board through the
     preparation, publication and distribution of the Annual Report



OTHER RESPONSIBILITIES
As well as the key accountabilities described above, the post holder may also be required
to undertake other relevant duties as required by the Board. Any such duties will not
conflict with or inhibit the conduct of the Board Secretary’s primary role.

In addition, the post holder will:

Ø    be accountable for a team of staff who will assist him/her in the day to day conduct
     of business

Ø    as a member of the LHB/Trust Senior Management Team, contribute to the
     development and review of the LHB/Trust corporate/business plans to ensure they
     are consistent with the LHB/Trust strategy and direction, NHS Wales’s priorities and
     stakeholder requirements

     be a member of, and actively participate in the NHS Wales Community of Practice
     on Governance alongside an appropriate programme of continuing professional
     development

Optional:

Ø    where the Institute of Chartered Secretaries & Administrators (ICSA) qualification is
     not already held, work towards obtaining ICSA qualification within 3 years of
     appointment



PERFORMANCE APPRAISAL

Performance will be appraised and objectives agreed on an annual basis with the
LHB/Trust Chair, in consultation with the LHB/Trust’s Chief Executive.




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PERSON SPECIFICATION

Qualifications

   ·   Educated to Masters Degree level or equivalent post graduate
       qualification or equivalent senior level experience
   ·   Membership/qualification in appropriate professional body, such as the
       Institute of Chartered Secretaries & Administrators (ICSA), Institute of
       Health Management (IHM), etc.
   ·   Evidence of and a demonstrated commitment to personal continual
       professional development

Experience and Knowledge

   ·   Substantial track record of delivering in a senior leadership role
   ·   Significant experience of working at Board level
   ·   A proven track record of building personal and professional credibility,
       maintaining confidence and establishing highly effective relationships
       with a range of stakeholders including Board & Committee members,
       management and staff
   ·   Understanding of the broader strategic and policy context for delivery of
       health services in Wales
   ·   Thorough understanding of the statutory and regulatory framework for
       the NHS in Wales
   ·   A clear understanding of the Assembly Government’s standards of
       good governance for the public sector in Wales
   ·   Knowledge and understanding of the communities served by the
       LHB/Trust
   ·   Significant experience of developing governance and assurance
       arrangements at an organisational level
   ·   Experience of operating within a complex environment
   ·   Experience of managing teams
   ·   Experience of effective collaborative working with other statutory,
       voluntary or private sector organisations.
   ·   Expertise in Programme & Project Management

Abilities and Personal Qualities

   ·   Proven leadership skills.
   ·   Excellent written and verbal presentation and communications skills.
   ·   Proven influencing and negotiating skills.
   ·   Able to identify and manage critical issues and priorities.
   ·   Proven ability to think and act strategically and articulate complex legal,
       statutory and other requirements clearly and succinctly
   ·   A clear commitment to uphold the Values & Standards of Behaviour set
       for the NHS in Wales
   ·   Capacity to be independent and resilient
   ·   Evidence of sound judgement, objectivity, integrity and sensitivity
   ·   Skilled in Change management and Organisational Development
       techniques
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·   Committed to the continuous development of staff and self
·   Able to learn from experience and adapt to changes and new
    challenges




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Description: The Role of the Board Secretary