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Remuneration & Appointment Committee ToR March 2026

Description: Remuneration and Appointment Committee Terms of Reference Date Issued: 10 March 2026 Review Date: March 2027 Document Type: Committee Terms of Reference Version: 8 Contents Paragraph 1 2 3 4 5 6 7 8 9 10 Role and Purpose Constitution Membership Attendance and Quorum Frequency of Meetings Conduct and Administration of Meetings Duties and Responsibilities Accountability and Reporting Review of Terms of Reference and Performance and Effectiveness References Appendices Appendix A Executive Director Pay Principles Page 2 2 2 3 3 3 3 5 5 5 Page 6 Document Status This is a controlled document. Whilst this document may be printed, the electronic version posted on the intranet is the controlled copy. Any printed copies of this document are not controlled. As a controlled document, this document should not be saved onto local or network drives but should always be accessed from the intranet. Page 1 of 8 1. Role and Purpose 1.1 The Remuneration and Appointment Committee (the Committee) is responsible for identifying and appointing candidates to fill all the executive director positions on the board of directors (the Board) of University Hospital Southampton NHS Foundation Trust (UHS or the Trust) and for determining their remuneration and other conditions of service. 1.2 The Committee provides the board of directors of the Trust (the Board) with a means of independent and objective review of remuneration and executive director appointments in accordance with relevant laws, regulations and Trust policies. 1.3 The duties and responsibilities of the Committee are more fully described in paragraph 7 below. 2. Constitution 2.1 The Committee has been established by the Board. The Committee has no executive powers other than those set out in these terms of reference. 2.2 The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any member of staff and all members of staff are directed to cooperate with any request made by the Committee. 2.3 The Committee is authorised to seek reports and assurance from executive directors and managers and will maintain effective relationships with the chairs of other Board committees to understand their processes of assurance and links with the work of the Committee. 2.4 The Committee is authorised to obtain external legal or other independent professional advice if it considers this necessary, taking into consideration any issues of confidentiality and the Trust’s standing financial instructions. 3. Membership 3.1 The members of the Committee will be appointed by the Board and will be the non- executive directors of the Trust except as provided in paragraph 3.2 below. 3.2 For any decisions relating to the appointment or removal of the executive directors, membership of the Committee will include the Chief Executive Officer, as required under Schedule 7 of the National Health Service Act 2006, who will count in the quorum for the meeting. The Chief Executive Officer will not be present when the Committee is dealing with matters concerning their appointment or removal, remuneration or terms of service. 3.3 The chair of the Board will chair the Committee (the Committee Chair). In the absence of the Committee Chair and/or an appointed deputy, the remaining non-executive directors present will elect one of themselves to chair the meeting. 3.4 Only members of the Committee have the right to attend and vote at Committee meetings. However, the following will be invited to attend meetings of the Committee on a regular basis: 3.4.1 Chief People Officer; and 3.4.2 Associate Director of Corporate Affairs/Company Secretary. 3.5 Other individuals may be invited to attend for all or part of any meeting, as and when appropriate and necessary, particularly when the Committee is considering areas that are the responsibility of a particular executive director or manager. Any attendee will be Page 2 of 8 asked to leave the meeting when the Committee is dealing with matters concerning their appointment or removal, remuneration or terms of service. 4. Attendance and Quorum 4.1 Members should aim to attend every meeting and should attend a minimum of 75% of meetings held in each financial year. Where a member is unable to attend a meeting they should notify the Committee Chair or Company Secretary in advance. 4.2 The quorum for a meeting will be four members, including the chair of the Board (or the Deputy Chair in their absence). A duly convened meeting of the Committee at which a quorum is present will be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee. 5. Frequency of Meetings 5.1 The Committee will meet as required, which will usually be four times each year. 5.2 The Committee may establish a sub-committee for a specific purpose where it would be impractical for the Committee to be involved, for example the appointment of an executive director following agreement by the Committee of the process, job description and person specification. 6. Conduct and Administration of Meetings 6.1 Meetings of the Committee will be convened by the Company Secretary at the request of the Committee Chair or any of its members. 6.2 The agenda of items to be discussed at the meeting will be agreed by the Committee Chair with support from the Chief People Officer and the Company Secretary. The agenda and supporting papers will be distributed to each member of the Committee and the regular attendees no later than three working days before the date of the meeting. Distribution of any papers after this deadline will require the agreement of the Committee Chair. 6.3 The Company Secretary will minute the proceedings of all meetings of the Committee, including recording the names of those present and in attendance and any declarations of interest. 6.4 Draft minutes of Committee meetings and a separate record of the actions to be taken forward will be circulated promptly to all members of the Committee. Once approved by the Committee, minutes will be circulated to all other members of the Board unless it would be inappropriate to do so in the opinion of the Committee Chair. 7. Duties and Responsibilities 7.1 The Committee will carry out the duties below for the Trust. Remuneration Role 7.2 The Committee will: 7.2.1 establish and keep under review a remuneration policy in respect of executive directors (as set out in Appendix A); 7.2.2 consult the Chief Executive Officer about proposals relating to the remuneration of the other executive directors; 7.2.3 in accordance with relevant laws, regulations and Trust policies, decide and keep under review the terms and conditions of office of the Trust’s executive directors, including salary, any performance-related pay or bonus, provisions for other benefits, Page 3 of 8 including pensions and cars, allowances, payable expenses and compensation payments; 7.2.4 adhering to all relevant laws, regulations and Trust policies: 7.2.4.1 establish levels of remuneration that are sufficient to attract, retain and motivate executive directors of the quality and with the skills and experience required to lead the Trust successfully, without paying more than is necessary for this purpose, and at a level that is affordable to the Trust; 7.2.4.2 decide whether a proportion of executive director remuneration should be structured so as to link reward to corporate and individual performance; 7.2.4.3 make sure that any performance-related elements of executive remuneration are stretching and promote the long-term sustainability of the Trust, and take as a baseline for performance any competencies required and specified in the job description for the post; 7.2.4.4 consider all relevant and current directors relating to contractual benefits such as pay and redundancy entitlements; 7.2.4.5 use national guidance and market benchmarking analysis in the annual determination of remuneration of executive directors while ensuring that increases are not made where Trust or individual performance do not justify them; 7.2.4.6 be sensitive to pay and employment conditions elsewhere in the Trust; 7.2.5 monitor and assess the output of the evaluation of the performance of individual executive directors, and consider this output when reviewing changes to remuneration levels; 7.2.6 on an annual basis monitor the remuneration of non-clinical senior leadership roles remunerated at levels above those specified in the NHS agenda for change terms and conditions; 7.2.7 approve the level of remuneration or any proposed change to remuneration for a senior leadership role referred to in 7.2.6 where the proposed remuneration for the role would exceed that of any executive director; and 7.2.8 consider issues of equality and diversity when evaluating and setting remuneration. 7.2.9 Ensure decision making is consistent with NHS England guidance such as the NHS Very Senior Managers Pay Framework issued in June 2025. Appointment Role 7.3 The Committee will: 7.3.1 regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board, making use of the output of the Board evaluation process as appropriate, and make recommendations to the Board and the Governors’ Nomination Committee, as applicable, with regard to any changes; 7.3.2 give full consideration to and make plans for succession planning for the executive directors, taking into account the challenges and opportunities facing the Trust and the skills and expertise needed on the Board in the future; 7.3.3 keep the leadership needs of the Trust under review at executive director level to ensure the continued ability of the Trust to operate effectively in the health economy; 7.3.4 be responsible for identifying the and appointing candidates to fill posts within its remit as and when they arise; Page 4 of 8 7.3.5 when a vacancy is identified, evaluate the balance of skills, knowledge and experience of the Board, and its diversity, and in the light of this evaluation, prepare a description of the role and capabilities required for the particular appointment. In identifying suitable candidates the Committee will use open advertising or the services of external advisers to facilitate the search, consider candidates from a wide range of backgrounds and consider candidates on merit against objective criteria; 7.3.6 ensure that a proposed executive director is a ‘fit and proper’ person as defined in law and regulation and monitor procedures to ensure that executive directors remain ‘fit and proper’ persons; 7.3.7 ensure that a proposed executive director’s other significant commitments (if applicable) are disclosed before appointment and that any changes to their commitments are reported to the Board as they arise; 7.3.8 ensure that proposed appointees disclose any business interests that may result in a conflict of interest prior to appointment and that any future business interests that could result in a conflict of interest are reported; 7.3.9 carefully consider what compensation commitments (including pension contributions) the executive directors’ terms of office would give rise to in the event of early termination to avoid rewarding poor performance. Contracts should allow for compensation to be reduced to reflect a departing executive director’s obligation to mitigate loss. Appropriate clawback provisions should be considered in the case of an executive director returning to the NHS within the period of putative notice; and 7.3.10 consider any matter relating to the continuation in office of any executive director, including the suspension or termination of service of an individual as an employee of the Trust, subject to the provisions of the law and their service contract. The Committee shall assure itself that any regulatory responsibilities of the trust relating to continuation of office of any executive director have been appropriately discharged. This includes notification of regulatory bodies such as NHSE where appropriate. 8. Accountability and Reporting 8.1 The Committee Chair will report to the Board following each meeting, drawing the Board’s attention to any matters of significance or where actions or improvements are needed. 8.2 The Trust’s annual report will include sections describing the work of the Committee including its remuneration policies, details of the remuneration paid to executive directors and the process it has used in relation to the appointment of executive directors. 9. Review of Terms of Reference and Performance and Effectiveness 9.1 At least once a year the Committee will review its collective performance and its terms of reference. Any proposed changes to the terms of reference will be recommended to the Board for approval. 10. References 10.1National Health Service Act 2006 10.2Code of Governance for NHS Provider Trusts 10.3NHS Very Senior Managers Pay Framework Page 5 of 8 Appendix A UHS Executive Director Pay Principles 1. The importance of executive director pay The delivery of the Trust’s 5-year strategy and annual Trust objectives is predicated on ensuring talent is available at all levels of the Trust. Good senior leadership is vital, and therefore a key strategy for UHS must be to recruit and retain the best executive director talent into the Trust. This will be from a combination of both good internal succession planning, bringing top talent from the NHS and also seeking high calibre individuals from other sectors. 2. Determination of pay levels of posts Pay for executive director posts will be determined by: • Use of NHS England (NHSE) data on pay for executive director (Very Senior Manager – VSM) positions in comparable trusts (Figure 1). • Any other available NHSE frameworks for setting of executive pay • Use of other salary benchmarking exercises, particularly from comparable NHS organisations • Job evaluation as required. • The conditions required to attract suitably qualified individuals, particularly where commercial, financial or other niche business skills are required. Pay levels will be reviewed not less frequently than annually by the Committee in accordance with the Trust’s pay review cycle to ensure that salary levels are both appropriate and provide value for money. 3. Setting salary of executive directors The following principles will apply: • UHS will aim to pay at a point consistent with the VSM pay framework that attracts suitable candidates • UHS will review pay based on performance, changes in the NHSE framework levels, comparable NHS Trust benchmarking and, in particular, the need to retain key individuals likely to be of interest to the external market. • UHS will not recognise relevant changes of NHSE framework levels in respect of individuals where this is not justified by individual performance. • UHS will be mindful of equality and diversity, particularly in relation to gender and ethnicity in pay levels. • UHS will ensure all VSM nationally applicable cost of living pay awards are reflected in executive director pay each year, as decided by the Committee. The committee may choose to withhold a national pay increase where individual performance has been unsatisfactory and where the guidance permits this. • Any decision to introduce performance-related pay, or bonuses, will be subject to decision by the Committee based on a sound business case and adherence to NHSE guidance on executive pay. 4. Approval process All decisions on pay for executive directors will be managed in line with the terms of reference for the Committee. The Committee, supported by the Chief People Officer, will also ensure that the NHSE prevailing guidance on setting executive director pay, including any required approval process, will be followed as appropriate. Page 6 of 8 Figure 1 – NHS England Pay Thresholds 2025/26 Pay Ranges for Organisations with Annual Turnover above £1bn Role Minimum Operational Maximum Chief Executive Officer £245,663 £279,163 Executive Directors £156,331 £206,581 (reporting to CEOs) Executive Directors £122,832 £150,749 (reporting to a board director) Exception Zone £308,976 £227,667 £157,199 Note: The committee will use the latest published NHS England pay thresholds. The table above was correct as of the date of issue of these terms of reference for organisations with annual turnover above £1bn. Page 7 of 8 Remuneration and Appointment Committee Terms of Reference Version: 8 Document Monitoring Information Approval Committee: Board of Directors Date of Approval: 10 March 2026 Responsible Committee: Remuneration and Appointment Committee Monitoring (Section 9) for Completion and Presentation to Approval Committee: Target audience: Key words: Main areas affected: Summary of most recent changes if applicable: Consultation: Number of pages: Type of document: Does this document replace or revise an existing document? Should this document be made available on the public website? Is this document to be published in any other format? March 2027 Board of Directors, Remuneration and Appointment Committee, NHS Regulators, Staff and Public Remuneration, Appointment, Nomination, Committee, Board, Terms of Reference Trust-wide Updates to 7 to include reference to VSM Pay. Guidance and role of third parties in 7.3.10. Update to Appendix 3 and to pay table based on latest NHSE VSM Pay Ranges and reference to the NHSE VSM pay framework in 10.3. Remuneration and Appointment Committee 8 Committee Terms of Reference Yes Yes No Page 8 of 8
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Remuneration and Appointment Committee ToR March 2025

Description: Remuneration and Appointment Committee Terms of Reference Date Issued: 11 March 2025 Review Date: March 2026 Document Type: Committee Terms of Reference Version: 7 Contents Paragraph 1 2 3 4 5 6 7 8 9 10 Role and Purpose Constitution Membership Attendance and Quorum Frequency of Meetings Conduct and Administration of Meetings Duties and Responsibilities Accountability and Reporting Review of Terms of Reference and Performance and Effectiveness References Appendices Appendix A Executive Director Pay Principles Page 2 2 2 3 3 3 3 5 5 5 Page 6 Document Status This is a controlled document. Whilst this document may be printed, the electronic version posted on the intranet is the controlled copy. Any printed copies of this document are not controlled. As a controlled document, this document should not be saved onto local or network drives but should always be accessed from the intranet. Page 1 of 8 1. Role and Purpose 1.1 The Remuneration and Appointment Committee (the Committee) is responsible for identifying and appointing candidates to fill all the executive director positions on the board of directors (the Board) of University Hospital Southampton NHS Foundation Trust (UHS or the Trust) and for determining their remuneration and other conditions of service. 1.2 The Committee provides the board of directors of the Trust (the Board) with a means of independent and objective review of remuneration and executive director appointments in accordance with relevant laws, regulations and Trust policies. 1.3 The duties and responsibilities of the Committee are more fully described in paragraph 7 below. 2. Constitution 2.1 The Committee has been established by the Board. The Committee has no executive powers other than those set out in these terms of reference. 2.2 The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any member of staff and all members of staff are directed to cooperate with any request made by the Committee. 2.3 The Committee is authorised to seek reports and assurance from executive directors and managers and will maintain effective relationships with the chairs of other Board committees to understand their processes of assurance and links with the work of the Committee. 2.4 The Committee is authorised to obtain external legal or other independent professional advice if it considers this necessary, taking into consideration any issues of confidentiality and the Trust’s standing financial instructions. 3. Membership 3.1 The members of the Committee will be appointed by the Board and will be the non- executive directors of the Trust except as provided in paragraph 3.2 below. 3.2 For any decisions relating to the appointment or removal of the executive directors, membership of the Committee will include the Chief Executive Officer, as required under Schedule 7 of the National Health Service Act 2006, who will count in the quorum for the meeting. The Chief Executive Officer will not be present when the Committee is dealing with matters concerning their appointment or removal, remuneration or terms of service. 3.3 The chair of the Board will chair the Committee (the Committee Chair). In the absence of the Committee Chair and/or an appointed deputy, the remaining non-executive directors present will elect one of themselves to chair the meeting. 3.4 Only members of the Committee have the right to attend and vote at Committee meetings. However, the following will be invited to attend meetings of the Committee on a regular basis: 3.4.1 Chief People Officer; and 3.4.2 Associate Director of Corporate Affairs/Company Secretary. 3.5 Other individuals may be invited to attend for all or part of any meeting, as and when appropriate and necessary, particularly when the Committee is considering areas that are the responsibility of a particular executive director or manager. Any attendee will be Page 2 of 8 asked to leave the meeting when the Committee is dealing with matters concerning their appointment or removal, remuneration or terms of service. 4. Attendance and Quorum 4.1 Members should aim to attend every meeting and should attend a minimum of 75% of meetings held in each financial year. Where a member is unable to attend a meeting they should notify the Committee Chair or Company Secretary in advance. 4.2 The quorum for a meeting will be four members, including the chair of the Board (or the Deputy Chair in their absence). A duly convened meeting of the Committee at which a quorum is present will be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee. 5. Frequency of Meetings 5.1 The Committee will meet as required, which will usually be four times each year. 5.2 The Committee may establish a sub-committee for a specific purpose where it would be impractical for the Committee to be involved, for example the appointment of an executive director following agreement by the Committee of the process, job description and person specification. 6. Conduct and Administration of Meetings 6.1 Meetings of the Committee will be convened by the Company Secretary at the request of the Committee Chair or any of its members. 6.2 The agenda of items to be discussed at the meeting will be agreed by the Committee Chair with support from the Chief People Officer and the Company Secretary. The agenda and supporting papers will be distributed to each member of the Committee and the regular attendees no later than three working days before the date of the meeting. Distribution of any papers after this deadline will require the agreement of the Committee Chair. 6.3 The Company Secretary will minute the proceedings of all meetings of the Committee, including recording the names of those present and in attendance and any declarations of interest. 6.4 Draft minutes of Committee meetings and a separate record of the actions to be taken forward will be circulated promptly to all members of the Committee. Once approved by the Committee, minutes will be circulated to all other members of the Board unless it would be inappropriate to do so in the opinion of the Committee Chair. 7. Duties and Responsibilities 7.1 The Committee will carry out the duties below for the Trust. Remuneration Role 7.2 The Committee will: 7.2.1 establish and keep under review a remuneration policy in respect of executive directors (as set out in Appendix A); 7.2.2 consult the Chief Executive Officer about proposals relating to the remuneration of the other executive directors; 7.2.3 in accordance with relevant laws, regulations and Trust policies, decide and keep under review the terms and conditions of office of the Trust’s executive directors, including salary, any performance-related pay or bonus, provisions for other benefits, Page 3 of 8 including pensions and cars, allowances, payable expenses and compensation payments; 7.2.4 adhering to all relevant laws, regulations and Trust policies: 7.2.4.1 establish levels of remuneration that are sufficient to attract, retain and motivate executive directors of the quality and with the skills and experience required to lead the Trust successfully, without paying more than is necessary for this purpose, and at a level that is affordable to the Trust; 7.2.4.2 decide whether a proportion of executive director remuneration should be structured so as to link reward to corporate and individual performance; 7.2.4.3 make sure that any performance-related elements of executive remuneration are stretching and promote the long-term sustainability of the Trust, and take as a baseline for performance any competencies required and specified in the job description for the post; 7.2.4.4 consider all relevant and current directors relating to contractual benefits such as pay and redundancy entitlements; 7.2.4.5 use national guidance and market benchmarking analysis in the annual determination of remuneration of executive directors while ensuring that increases are not made where Trust or individual performance do not justify them; 7.2.4.6 be sensitive to pay and employment conditions elsewhere in the Trust; 7.2.5 monitor and assess the output of the evaluation of the performance of individual executive directors, and consider this output when reviewing changes to remuneration levels; 7.2.6 on an annual basis monitor the remuneration of non-clinical senior leadership roles remunerated at levels above those specified in the NHS agenda for change terms and conditions; 7.2.7 approve the level of remuneration or any proposed change to remuneration for a senior leadership role referred to in 7.2.6 where the proposed remuneration for the role would exceed that of any executive director; and 7.2.8 consider issues of equality and diversity when evaluating and setting remuneration. Appointment Role 7.3 The Committee will: 7.3.1 regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board, making use of the output of the Board evaluation process as appropriate, and make recommendations to the Board and the Governors’ Nomination Committee, as applicable, with regard to any changes; 7.3.2 give full consideration to and make plans for succession planning for the executive directors, taking into account the challenges and opportunities facing the Trust and the skills and expertise needed on the Board in the future; 7.3.3 keep the leadership needs of the Trust under review at executive director level to ensure the continued ability of the Trust to operate effectively in the health economy; 7.3.4 be responsible for identifying the and appointing candidates to fill posts within its remit as and when they arise; 7.3.5 when a vacancy is identified, evaluate the balance of skills, knowledge and experience of the Board, and its diversity, and in the light of this evaluation, prepare a description of the role and capabilities required for the particular appointment. In Page 4 of 8 identifying suitable candidates the Committee will use open advertising or the services of external advisers to facilitate the search, consider candidates from a wide range of backgrounds and consider candidates on merit against objective criteria; 7.3.6 ensure that a proposed executive director is a ‘fit and proper’ person as defined in law and regulation and monitor procedures to ensure that executive directors remain ‘fit and proper’ persons; 7.3.7 ensure that a proposed executive director’s other significant commitments (if applicable) are disclosed before appointment and that any changes to their commitments are reported to the Board as they arise; 7.3.8 ensure that proposed appointees disclose any business interests that may result in a conflict of interest prior to appointment and that any future business interests that could result in a conflict of interest are reported; 7.3.9 carefully consider what compensation commitments (including pension contributions) the executive directors’ terms of office would give rise to in the event of early termination to avoid rewarding poor performance. Contracts should allow for compensation to be reduced to reflect a departing executive director’s obligation to mitigate loss. Appropriate clawback provisions should be considered in the case of an executive director returning to the NHS within the period of putative notice; and 7.3.10 consider any matter relating to the continuation in office of any executive director, including the suspension or termination of service of an individual as an employee of the Trust, subject to the provisions of the law and their service contract. 8. Accountability and Reporting 8.1 The Committee Chair will report to the Board following each meeting, drawing the Board’s attention to any matters of significance or where actions or improvements are needed. 8.2 The Trust’s annual report will include sections describing the work of the Committee including its remuneration policies, details of the remuneration paid to executive directors and the process it has used in relation to the appointment of executive directors. 9. Review of Terms of Reference and Performance and Effectiveness 9.1 At least once a year the Committee will review its collective performance and its terms of reference. Any proposed changes to the terms of reference will be recommended to the Board for approval. 10. References 10.1National Health Service Act 2006 10.2Code of Governance for NHS Provider Trusts 10.3NHS England Guidance on pay for very senior managers Page 5 of 8 Appendix A UHS Executive Director Pay Principles 1. The importance of executive director pay The delivery of the Trust’s 5-year strategy and annual Trust objectives is predicated on ensuring talent is available at all levels of the Trust. Good senior leadership is vital, and therefore a key strategy for UHS must be to recruit and retain the best executive director talent into the Trust. This will be from a combination of both good internal succession planning, bringing top talent from the NHS and also seeking high calibre individuals from other sectors. 2. Determination of pay levels of posts Pay for executive director posts will be determined by: • Use of NHS England (NHSE) data on pay for executive director (Very Senior Manager – VSM) positions in comparable trusts (Figure 1). • Any other available NHSE frameworks for setting of executive pay • Use of other salary benchmarking exercises, particularly from comparable NHS organisations • Job evaluation as required. • The conditions required to attract suitably qualified individuals, particularly where commercial, financial or other niche business skills are required. Pay levels will be reviewed not less frequently than annually by the Committee in accordance with the Trust’s pay review cycle to ensure that salary levels are both appropriate and provide value for money. 3. Setting salary of executive directors The following principles will apply: • UHS will aim to pay at around mid-point of NHSE levels for trusts of a comparable nature and scale. • UHS will review pay based on performance, changes in the NHSE framework levels, comparable NHS Trust benchmarking and, in particular, the need to retain key individuals likely to be of interest to the external market. • UHS will not recognise relevant changes of NHSE framework levels in respect of individuals where this is not justified by individual performance. • UHS will be mindful of equality and diversity, particularly in relation to gender and ethnicity in pay levels. • UHS will ensure all VSM nationally applicable cost of living pay awards are reflected in executive director pay each year, as decided by the Committee. The committee may choose to withhold a national pay increase where individual performance has been unsatisfactory and where the guidance permits this. • Any decision to introduce performance-related pay, or bonuses, will be subject to decision by the Committee based on a sound business case and adherence to NHSE guidance on executive pay. 4. Approval process All decisions on pay for executive directors will be managed in line with the terms of reference for the Committee. The Committee, supported by the Chief People Officer, will also ensure that the NHSE prevailing guidance on setting executive director pay, including any required approval process, will be followed as appropriate. Page 6 of 8 Figure 1 – Current NHS England Pay Thresholds Supra large acute NHS trusts and foundation trusts (£750m+) Chief executive Deputy chief executive Director of finance/Chief finance officer Director of workforce Medical director/Chief medical officer Director of nursing/Chief nursing officer Chief operating officer Director of corporate affairs/governance Director of strategy/planning Director of estates and facilities Lower quartile £236,000 £185,500 £166,000 £142,500 £205,000 £150,000 £143,500 £113,000 £135,000 £129,500 Median £250,000 £188,000 £172,500 £155,000 £214,000 £163,500 £162,500 £117,500 £144,000 £137,000 Upper quartile £265,000 £195,500 £190,500 £165,500 £233,500 £168,000 £174,500 £134,000 £152,500 £146,500 Page 7 of 8 Remuneration and Appointment Committee Terms of Reference Version: 7 Document Monitoring Information Approval Committee: Board of Directors Date of Approval: 11 March 2025 Responsible Committee: Remuneration and Appointment Committee Monitoring (Section 9) for Completion and Presentation to Approval Committee: Target audience: Key words: Main areas affected: Summary of most recent changes if applicable: Consultation: Number of pages: Type of document: Does this document replace or revise an existing document? Should this document be made available on the public website? Is this document to be published in any other format? March 2026 Board of Directors, Remuneration and Appointment Committee, NHS Regulators, Staff and Public Remuneration, Appointment, Nomination, Committee, Board, Terms of Reference Trust-wide No changes are proposed. Remuneration and Appointment Committee 8 Committee Terms of Reference Yes Yes No Page 8 of 8
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Remuneration and Appointment Committee ToR Feb 2023

Description: Remuneration and Appointment Committee Terms of Reference Date Issued: 28 February 2023 Review Date: February 2024 Document Type: Committee Terms of Reference Version: 5 Contents Paragraph 1 2 3 4 5 6 7 8 9 10 Role and Purpose Constitution Membership Attendance and Quorum Frequency of Meetings Conduct and Administration of Meetings Duties and Responsibilities Accountability and Reporting Review of Terms of Reference and Performance and Effectiveness References Appendices Appendix A Executive Director Pay Principles Page 2 2 2 3 3 3 3 5 5 5 Page 6 Document Status This is a controlled document. Whilst this document may be printed, the electronic version posted on the intranet is the controlled copy. Any printed copies of this document are not controlled. As a controlled document, this document should not be saved onto local or network drives but should always be accessed from the intranet. Page 1 of 8 1. Role and Purpose 1.1 The Remuneration and Appointment Committee (the Committee) is responsible for identifying and appointing candidates to fill all the executive director positions on the board of directors (the Board) of University Hospital Southampton NHS Foundation Trust (UHS or the Trust) and for determining their remuneration and other conditions of service. 1.2 The Committee provides the board of directors of the Trust (the Board) with a means of independent and objective review of remuneration and executive director appointments in accordance with relevant laws, regulations and Trust policies. 1.3 The duties and responsibilities of the Committee are more fully described in paragraph 7 below. 2. Constitution 2.1 The Committee has been established by the Board. The Committee has no executive powers other than those set out in these terms of reference. 2.2 The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any member of staff and all members of staff are directed to cooperate with any request made by the Committee. 2.3 The Committee is authorised to seek reports and assurance from executive directors and managers and will maintain effective relationships with the chairs of other Board committees to understand their processes of assurance and links with the work of the Committee. 2.4 The Committee is authorised to obtain external legal or other independent professional advice if it considers this necessary, taking into consideration any issues of confidentiality and the Trust’s standing financial instructions. 3. Membership 3.1 The members of the Committee will be appointed by the Board and will be the non- executive directors of the Trust except as provided in paragraph 3.2 below. 3.2 For any decisions relating to the appointment or removal of the executive directors, membership of the Committee will include the Chief Executive Officer, as required under Schedule 7 of the National Health Service Act 2006, who will count in the quorum for the meeting. The Chief Executive Officer will not be present when the Committee is dealing with matters concerning their appointment or removal, remuneration or terms of service. 3.3 The chair of the Board will chair the Committee (the Committee Chair). In the absence of the Committee Chair and/or an appointed deputy, the remaining non-executive directors present will elect one of themselves to chair the meeting. 3.4 Only members of the Committee have the right to attend and vote at Committee meetings. However, the following will be invited to attend meetings of the Committee on a regular basis: 3.4.1 Chief People Officer; and 3.4.2 Associate Director of Corporate Affairs/Company Secretary. 3.5 Other individuals may be invited to attend for all or part of any meeting, as and when appropriate and necessary, particularly when the Committee is considering areas that are the responsibility of a particular executive director or manager. Any attendee will be Page 2 of 8 asked to leave the meeting when the Committee is dealing with matters concerning their appointment or removal, remuneration or terms of service. 4. Attendance and Quorum 4.1 Members should aim to attend every meeting and should attend a minimum of 75% of meetings held in each financial year. Where a member is unable to attend a meeting they should notify the Committee Chair or Company Secretary in advance. 4.2 The quorum for a meeting will be four members, including the chair of the Board (or the Deputy Chair in their absence). A duly convened meeting of the Committee at which a quorum is present will be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee. 5. Frequency of Meetings 5.1 The Committee will meet as required, which will usually be four times each year. 5.2 The Committee may establish a sub-committee for a specific purpose where it would be impractical for the Committee to be involved, for example the appointment of an executive director following agreement by the Committee of the process, job description and person specification. 6. Conduct and Administration of Meetings 6.1 Meetings of the Committee will be convened by the Company Secretary at the request of the Committee Chair or any of its members. 6.2 The agenda of items to be discussed at the meeting will be agreed by the Committee Chair with support from the Chief People Officer and the Company Secretary. The agenda and supporting papers will be distributed to each member of the Committee and the regular attendees no later than three working days before the date of the meeting. Distribution of any papers after this deadline will require the agreement of the Committee Chair. 6.3 The Company Secretary will minute the proceedings of all meetings of the Committee, including recording the names of those present and in attendance and any declarations of interest. 6.4 Draft minutes of Committee meetings and a separate record of the actions to be taken forward will be circulated promptly to all members of the Committee. Once approved by the Committee, minutes will be circulated to all other members of the Board unless it would be inappropriate to do so in the opinion of the Committee Chair. 7. Duties and Responsibilities 7.1 The Committee will carry out the duties below for the Trust. Remuneration Role 7.2 The Committee will: 7.2.1 establish and keep under review a remuneration policy in respect of executive directors (as set out in Appendix A); 7.2.2 consult the Chief Executive Officer about proposals relating to the remuneration of the other executive directors; 7.2.3 in accordance with relevant laws, regulations and Trust policies, decide and keep under review the terms and conditions of office of the Trust’s executive directors, including salary, any performance-related pay or bonus, provisions for other benefits, Page 3 of 8 including pensions and cars, allowances, payable expenses and compensation payments; 7.2.4 adhering to all relevant laws, regulations and Trust policies: 7.2.4.1 establish levels of remuneration that are sufficient to attract, retain and motivate executive directors of the quality and with the skills and experience required to lead the Trust successfully, without paying more than is necessary for this purpose, and at a level that is affordable to the Trust; 7.2.4.2 decide whether a proportion of executive director remuneration should be structured so as to link reward to corporate and individual performance; 7.2.4.3 make sure that any performance-related elements of executive remuneration are stretching and promote the long-term sustainability of the Trust, and take as a baseline for performance any competencies required and specified in the job description for the post; 7.2.4.4 consider all relevant and current directors relating to contractual benefits such as pay and redundancy entitlements; 7.2.4.5 use national guidance and market benchmarking analysis in the annual determination of remuneration of executive directors while ensuring that increases are not made where Trust or individual performance do not justify them; 7.2.4.6 be sensitive to pay and employment conditions elsewhere in the Trust; 7.2.5 monitor and assess the output of the evaluation of the performance of individual executive directors, and consider this output when reviewing changes to remuneration levels; 7.2.6 on an annual basis monitor the remuneration of non-clinical senior leadership roles remunerated at levels above those specified in the NHS agenda for change terms and conditions; 7.2.7 approve the level of remuneration or any proposed change to remuneration for a senior leadership role referred to in 7.2.6 where the proposed remuneration for the role would exceed that of any executive director; and 7.2.8 consider issues of equality and diversity when evaluating and setting remuneration. Appointment Role 7.3 The Committee will: 7.3.1 regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board, making use of the output of the Board evaluation process as appropriate, and make recommendations to the Board and the Governors’ Nomination Committee, as applicable, with regard to any changes; 7.3.2 give full consideration to and make plans for succession planning for the executive directors, taking into account the challenges and opportunities facing the Trust and the skills and expertise needed on the Board in the future; 7.3.3 keep the leadership needs of the Trust under review at executive director level to ensure the continued ability of the Trust to operate effectively in the health economy; 7.3.4 be responsible for identifying the and appointing candidates to fill posts within its remit as and when they arise; 7.3.5 when a vacancy is identified, evaluate the balance of skills, knowledge and experience of the Board, and its diversity, and in the light of this evaluation, prepare a description of the role and capabilities required for the particular appointment. In Page 4 of 8 identifying suitable candidates the Committee will use open advertising or the services of external advisers to facilitate the search, consider candidates from a wide range of backgrounds and consider candidates on merit against objective criteria; 7.3.6 ensure that a proposed executive director is a ‘fit and proper’ person as defined in law and regulation and monitor procedures to ensure that executive directors remain ‘fit and proper’ persons; 7.3.7 ensure that a proposed executive director’s other significant commitments (if applicable) are disclosed before appointment and that any changes to their commitments are reported to the Board as they arise; 7.3.8 ensure that proposed appointees disclose any business interests that may result in a conflict of interest prior to appointment and that any future business interests that could result in a conflict of interest are reported; 7.3.9 carefully consider what compensation commitments (including pension contributions) the executive directors’ terms of office would give rise to in the event of early termination to avoid rewarding poor performance. Contracts should allow for compensation to be reduced to reflect a departing executive director’s obligation to mitigate loss. Appropriate clawback provisions should be considered in the case of an executive director returning to the NHS within the period of putative notice; and 7.3.10 consider any matter relating to the continuation in office of any executive director, including the suspension or termination of service of an individual as an employee of the Trust, subject to the provisions of the law and their service contract. 8. Accountability and Reporting 8.1 The Committee Chair will report to the Board following each meeting, drawing the Board’s attention to any matters of significance or where actions or improvements are needed. 8.2 The Trust’s annual report will include sections describing the work of the Committee including its remuneration policies, details of the remuneration paid to executive directors and the process it has used in relation to the appointment of executive directors. 9. Review of Terms of Reference and Performance and Effectiveness 9.1 At least once a year the Committee will review its collective performance and its terms of reference. Any proposed changes to the terms of reference will be recommended to the Board for approval. 10. References 10.1National Health Service Act 2006 10.2NHS Foundation Trust Code of Governance 10.3NHS Improvement Guidance on pay for very senior managers in NHS trusts and foundation trusts Page 5 of 8 Appendix A Executive Director Pay Principles 1. The importance of executive director pay The delivery of the forward vision and our annual Trust objectives is predicated on ensuring talent is available at all levels of the Trust. Good senior leadership is vital, and therefore a key strategy for UHS must be to recruit and retain the best executive director talent into the Trust. This will be from a combination of both good internal succession planning, bringing top talent from the NHS and also seeking high calibre individuals from other sectors. 2. Determination of pay levels of posts Pay for executive director posts will be determined by: • Use of NHS Improvement (NHSI) data on pay for executive director positions in comparable trusts (Figure 1). • Use of other salary benchmarking exercises. • Job evaluation as required. • The conditions required to attract suitably qualified individuals, particularly where commercial, financial or other niche business skills are required. Pay levels will be reviewed not less frequently than annually by the Committee in accordance with the Trust’s pay review cycle to ensure that salary levels are both appropriate and provide value for money. 3. Setting salary of executive directors The following principles will apply: • UHS will aim to pay at around mid-point of NHSI levels for trusts of a comparable nature and scale. • UHS will review pay based on performance, changes in the NHSI framework levels and, in particular, the need to retain key individuals likely to be of interest to other trusts. • UHS will not recognise relevant changes of NHSI framework levels in respect of individuals where this is not justified by individual performance. • UHS will be mindful of equality, particularly in relation to gender and ethnicity in pay levels. • UHS will ensure all cost of living increases nationally awarded are reflected in executive director pay each year, as decided by the Committee, unless performance of an individual is unsatisfactory. • Any decision to introduce performance-related pay, or bonuses, will be subject to decision by the Committee based on a sound business case and adherence to NHSI guidance on executive pay. 4. Approval process All decisions on pay for executive directors will be managed in line with the terms of reference for the Committee. The Committee, supported by the Chief People Officer, will also ensure that the NHSI prevailing guidance on setting executive director pay, including any required approval process, will be followed as appropriate. Page 6 of 8 Figure 1 – NHS Improvement Pay Thresholds Supra large acute NHS trusts and foundation trusts (£750m+) Chief executive Deputy chief executive Director of finance/Chief finance officer Director of workforce Medical director/Chief medical officer Director of nursing/Chief nursing officer Chief operating officer Director of corporate affairs/governance Director of strategy/planning Director of estates and facilities Lower quartile £236,000 £185,500 £166,000 £142,500 £205,000 £150,000 £143,500 £113,000 £135,000 £129,500 Median £250,000 £188,000 £172,500 £155,000 £214,000 £163,500 £162,500 £117,500 £144,000 £137,000 Upper quartile £265,000 £195,500 £190,500 £165,500 £233,500 £168,000 £174,500 £134,000 £152,500 £146,500 Page 7 of 8 Remuneration and Appointment Committee Terms of Reference Version: 5 Document Monitoring Information Approval Committee: Date of Approval: Responsible Committee: Board of Directors 28 February 2023 Remuneration and Appointment Committee Monitoring (Section 9) for Completion and Presentation to Approval Committee: Target audience: Key words: Main areas affected: February 2024 Board of Directors, Remuneration and Appointment Committee, NHS Regulators, Staff and Public Remuneration, Appointment, Nomination, Committee, Board, Terms of Reference Trust-wide Summary of most recent changes if applicable: Consultation: No changes. Remuneration and Appointment Committee Number of pages: 8 Type of document: Committee Terms of Reference Does this document replace or Yes revise an existing document? Should this document be made Yes available on the public website? Is this document to be published in No any other format? Page 8 of 8
Url: /Media/UHS-website-2019/Docs/About-the-Trust/Trust-governance-and-corporate-docs/2023-Trust-documents/Remuneration-and-Appointment-Committee-ToR-Feb-2023.pdf

Remuneration and Appointment Committee ToR May 2022

Description: Remuneration and Appointment Committee Terms of Reference Date Issued: 26 May 2022 Review Date: November 2022 Document Type: Committee Terms of Reference Version: 4 Contents Paragraph 1 2 3 4 5 6 7 8 9 10 Role and Purpose Constitution Membership Attendance and Quorum Frequency of Meetings Conduct and Administration of Meetings Duties and Responsibilities Accountability and Reporting Review of Terms of Reference and Performance and Effectiveness References Appendices Appendix A Executive Director Pay Principles Page 2 2 2 3 3 3 3 5 5 5 Page 6 Document Status This is a controlled document. Whilst this document may be printed, the electronic version posted on the intranet is the controlled copy. Any printed copies of this document are not controlled. As a controlled document, this document should not be saved onto local or network drives but should always be accessed from the intranet. Page 1 of 8 1. Role and Purpose 1.1 The Remuneration and Appointment Committee (the Committee) is responsible for identifying and appointing candidates to fill all the executive director positions on the board of directors (the Board) of University Hospital Southampton NHS Foundation Trust (UHS or the Trust) and for determining their remuneration and other conditions of service. 1.2 The Committee provides the board of directors of the Trust (the Board) with a means of independent and objective review of remuneration and executive director appointments in accordance with relevant laws, regulations and Trust policies. 1.3 The duties and responsibilities of the Committee are more fully described in paragraph 7 below. 2. Constitution 2.1 The Committee has been established by the Board. The Committee has no executive powers other than those set out in these terms of reference. 2.2 The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any member of staff and all members of staff are directed to cooperate with any request made by the Committee. 2.3 The Committee is authorised to seek reports and assurance from executive directors and managers and will maintain effective relationships with the chairs of other Board committees to understand their processes of assurance and links with the work of the Committee. 2.4 The Committee is authorised to obtain external legal or other independent professional advice if it considers this necessary, taking into consideration any issues of confidentiality and the Trust’s standing financial instructions. 3. Membership 3.1 The members of the Committee will be appointed by the Board and will be the non- executive directors of the Trust except as provided in paragraph 3.2 below. 3.2 For any decisions relating to the appointment or removal of the executive directors, membership of the Committee will include the Chief Executive Officer, as required under Schedule 7 of the National Health Service Act 2006, who will count in the quorum for the meeting. The Chief Executive Officer will not be present when the Committee is dealing with matters concerning their appointment or removal, remuneration or terms of service. 3.3 The chair of the Board will chair the Committee (the Committee Chair). In the absence of the Committee Chair and/or an appointed deputy, the remaining non-executive directors present will elect one of themselves to chair the meeting. 3.4 Only members of the Committee have the right to attend and vote at Committee meetings. However, the following will be invited to attend meetings of the Committee on a regular basis: 3.4.1 Chief People Officer; and 3.4.2 Associate Director of Corporate Affairs/Company Secretary. 3.5 Other individuals may be invited to attend for all or part of any meeting, as and when appropriate and necessary, particularly when the Committee is considering areas that are the responsibility of a particular executive director or manager. Any attendee will be Page 2 of 8 asked to leave the meeting when the Committee is dealing with matters concerning their appointment or removal, remuneration or terms of service. 4. Attendance and Quorum 4.1 Members should aim to attend every meeting and should attend a minimum of 75% of meetings held in each financial year. Where a member is unable to attend a meeting they should notify the Committee Chair or Company Secretary in advance. 4.2 The quorum for a meeting will be four members, including the chair of the Board (or the Deputy Chair in their absence). A duly convened meeting of the Committee at which a quorum is present will be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee. 5. Frequency of Meetings 5.1 The Committee will meet as required, which will usually be four times each year. 5.2 The Committee may establish a sub-committee for a specific purpose where it would be impractical for the Committee to be involved, for example the appointment of an executive director following agreement by the Committee of the process, job description and person specification. 6. Conduct and Administration of Meetings 6.1 Meetings of the Committee will be convened by the Company Secretary at the request of the Committee Chair or any of its members. 6.2 The agenda of items to be discussed at the meeting will be agreed by the Committee Chair with support from the Chief People Officer and the Company Secretary. The agenda and supporting papers will be distributed to each member of the Committee and the regular attendees no later than three working days before the date of the meeting. Distribution of any papers after this deadline will require the agreement of the Committee Chair. 6.3 The Company Secretary will minute the proceedings of all meetings of the Committee, including recording the names of those present and in attendance and any declarations of interest. 6.4 Draft minutes of Committee meetings and a separate record of the actions to be taken forward will be circulated promptly to all members of the Committee. Once approved by the Committee, minutes will be circulated to all other members of the Board unless it would be inappropriate to do so in the opinion of the Committee Chair. 7. Duties and Responsibilities 7.1 The Committee will carry out the duties below for the Trust. Remuneration Role 7.2 The Committee will: 7.2.1 establish and keep under review a remuneration policy in respect of executive directors (as set out in Appendix A); 7.2.2 consult the Chief Executive Officer about proposals relating to the remuneration of the other executive directors; 7.2.3 in accordance with relevant laws, regulations and Trust policies, decide and keep under review the terms and conditions of office of the Trust’s executive directors, including salary, any performance-related pay or bonus, provisions for other benefits, Page 3 of 8 including pensions and cars, allowances, payable expenses and compensation payments; 7.2.4 adhering to all relevant laws, regulations and Trust policies: 7.2.4.1 establish levels of remuneration that are sufficient to attract, retain and motivate executive directors of the quality and with the skills and experience required to lead the Trust successfully, without paying more than is necessary for this purpose, and at a level that is affordable to the Trust; 7.2.4.2 decide whether a proportion of executive director remuneration should be structured so as to link reward to corporate and individual performance; 7.2.4.3 make sure that any performance-related elements of executive remuneration are stretching and promote the long-term sustainability of the Trust, and take as a baseline for performance any competencies required and specified in the job description for the post; 7.2.4.4 consider all relevant and current directors relating to contractual benefits such as pay and redundancy entitlements; 7.2.4.5 use national guidance and market benchmarking analysis in the annual determination of remuneration of executive directors while ensuring that increases are not made where Trust or individual performance do not justify them; 7.2.4.6 be sensitive to pay and employment conditions elsewhere in the Trust; 7.2.5 monitor and assess the output of the evaluation of the performance of individual executive directors, and consider this output when reviewing changes to remuneration levels; 7.2.6 on an annual basis monitor the remuneration of non-clinical senior leadership roles remunerated at levels above those specified in the NHS agenda for change terms and conditions; 7.2.7 approve the level of remuneration or any proposed change to remuneration for a senior leadership role referred to in 7.2.6 where the proposed remuneration for the role would exceed that of any executive director; and 7.2.8 consider issues of equality and diversity when evaluating and setting remuneration. Appointment Role 7.3 The Committee will: 7.3.1 regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board, making use of the output of the Board evaluation process as appropriate, and make recommendations to the Board and the Governors’ Nomination Committee, as applicable, with regard to any changes; 7.3.2 give full consideration to and make plans for succession planning for the executive directors, taking into account the challenges and opportunities facing the Trust and the skills and expertise needed on the Board in the future; 7.3.3 keep the leadership needs of the Trust under review at executive director level to ensure the continued ability of the Trust to operate effectively in the health economy; 7.3.4 be responsible for identifying the and appointing candidates to fill posts within its remit as and when they arise; 7.3.5 when a vacancy is identified, evaluate the balance of skills, knowledge and experience of the Board, and its diversity, and in the light of this evaluation, prepare a description of the role and capabilities required for the particular appointment. In Page 4 of 8 identifying suitable candidates the Committee will use open advertising or the services of external advisers to facilitate the search, consider candidates from a wide range of backgrounds and consider candidates on merit against objective criteria; 7.3.6 ensure that a proposed executive director is a ‘fit and proper’ person as defined in law and regulation and monitor procedures to ensure that executive directors remain ‘fit and proper’ persons; 7.3.7 ensure that a proposed executive director’s other significant commitments (if applicable) are disclosed before appointment and that any changes to their commitments are reported to the Board as they arise; 7.3.8 ensure that proposed appointees disclose any business interests that may result in a conflict of interest prior to appointment and that any future business interests that could result in a conflict of interest are reported; 7.3.9 carefully consider what compensation commitments (including pension contributions) the executive directors’ terms of office would give rise to in the event of early termination to avoid rewarding poor performance. Contracts should allow for compensation to be reduced to reflect a departing executive director’s obligation to mitigate loss. Appropriate clawback provisions should be considered in the case of an executive director returning to the NHS within the period of putative notice; and 7.3.10 consider any matter relating to the continuation in office of any executive director, including the suspension or termination of service of an individual as an employee of the Trust, subject to the provisions of the law and their service contract. 8. Accountability and Reporting 8.1 The Committee Chair will report to the Board following each meeting, drawing the Board’s attention to any matters of significance or where actions or improvements are needed. 8.2 The Trust’s annual report will include sections describing the work of the Committee including its remuneration policies, details of the remuneration paid to executive directors and the process it has used in relation to the appointment of executive directors. 9. Review of Terms of Reference and Performance and Effectiveness 9.1 At least once a year the Committee will review its collective performance and its terms of reference. Any proposed changes to the terms of reference will be recommended to the Board for approval. 10. References 10.1National Health Service Act 2006 10.2NHS Foundation Trust Code of Governance 10.3NHS Improvement Guidance on pay for very senior managers in NHS trusts and foundation trusts Page 5 of 8 Appendix A Executive Director Pay Principles 1. The importance of executive director pay The delivery of the forward vision and our annual Trust objectives is predicated on ensuring talent is available at all levels of the Trust. Good senior leadership is vital, and therefore a key strategy for UHS must be to recruit and retain the best executive director talent into the Trust. This will be from a combination of both good internal succession planning, bringing top talent from the NHS and also seeking high calibre individuals from other sectors. 2. Determination of pay levels of posts Pay for executive director posts will be determined by: • Use of NHS Improvement (NHSI) data on pay for executive director positions in comparable trusts (Figure 1). • Use of other salary benchmarking exercises. • Job evaluation as required. • The conditions required to attract suitably qualified individuals, particularly where commercial, financial or other niche business skills are required. Pay levels will be reviewed not less frequently than annually by the Committee in accordance with the Trust’s pay review cycle to ensure that salary levels are both appropriate and provide value for money. 3. Setting salary of executive directors The following principles will apply: • UHS will aim to pay at around mid-point of NHSI levels for trusts of a comparable nature and scale. • UHS will review pay based on performance, changes in the NHSI framework levels and, in particular, the need to retain key individuals likely to be of interest to other trusts. • UHS will not recognise relevant changes of NHSI framework levels in respect of individuals where this is not justified by individual performance. • UHS will be mindful of equality, particularly in relation to gender and ethnicity in pay levels. • UHS will ensure all cost of living increases nationally awarded are reflected in executive director pay each year, as decided by the Committee, unless performance of an individual is unsatisfactory. • Any decision to introduce performance-related pay, or bonuses, will be subject to decision by the Committee based on a sound business case and adherence to NHSI guidance on executive pay. 4. Approval process All decisions on pay for executive directors will be managed in line with the terms of reference for the Committee. The Committee, supported by the Chief People Officer, will also ensure that the NHSI prevailing guidance on setting executive director pay, including any required approval process, will be followed as appropriate. Page 6 of 8 Figure 1 – NHS Improvement Pay Thresholds Supra large acute NHS trusts and foundation trusts (£750m+) Chief executive Deputy chief executive Director of finance/Chief finance officer Director of workforce Medical director/Chief medical officer Director of nursing/Chief nursing officer Chief operating officer Director of corporate affairs/governance Director of strategy/planning Director of estates and facilities Lower quartile £236,000 £185,500 £166,000 £142,500 £205,000 £150,000 £143,500 £113,000 £135,000 £129,500 Median £250,000 £188,000 £172,500 £155,000 £214,000 £163,500 £162,500 £117,500 £144,000 £137,000 Upper quartile £265,000 £195,500 £190,500 £165,500 £233,500 £168,000 £174,500 £134,000 £152,500 £146,500 Page 7 of 8 Remuneration and Appointment Committee Terms of Reference Version: 4 Document Monitoring Information Approval Committee: Date of Approval: Responsible Committee: Board of Directors 26 May 2022 Remuneration and Appointment Committee Monitoring (Section 9) for Completion and Presentation to Approval Committee: Target audience: Key words: Main areas affected: November 2022 Board of Directors, Remuneration and Appointment Committee, NHS Regulators, Staff and Public Remuneration, Appointment, Nomination, Committee, Board, Terms of Reference Trust-wide Summary of most recent changes if applicable: Consultation: Addition of a description of the role of the committee in respect of the remuneration of senior management other than executive directors and the replacement of the remuneration table in appendix A with that applicable to supra large acute NHS trusts Remuneration and Appointment Committee Number of pages: 8 Type of document: Committee Terms of Reference Does this document replace or Yes revise an existing document? Should this document be made Yes available on the public website? Is this document to be published in No any other format? Page 8 of 8
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Papers Trust Board - 10 March 2026

Description: Date Time Location Chair Apologies Agenda Trust Board – Open Session 10/03/2026 9:00 - 13:00 Conference Room, Heartbeat Education Centre Jenni Douglas-Todd Steve Peacock 1 Chair’s Welcome, Apologies and Declarations of Interest 9:00 Note apologies for absence, and to hear any declarations of interest relating to any item on the Agenda. 2 Patient Story The patient story provides an opportunity for the Board to reflect on the experiences of patients and staff within the Trust and understand what the Trust could do better. 3 Minutes of Previous Meeting held on 13 January 2026 9:15 Approve the minutes of the previous meeting held on 13 January 2026 4 Matters Arising and Summary of Agreed Actions To discuss any matters arising from the minutes, and to agree on the status of any actions assigned at the previous meeting. 5 QUALITY, PERFORMANCE and FINANCE Quality includes: clinical effectiveness, patient safety, and patient experience 5.1 Briefing from the Chair of the Audit and Risk Committee 9:20 Ian Howard, Chief Financial Officer, for Chair 5.2 Briefing from the Chair of the Finance, Investment & Cash Committee 9:25 David Liverseidge, Chair 5.3 Briefing from the Chair of the People and Organisational Development 9:30 Committee Jane Harwood, Chair 5.4 Briefing from the Chair of the Quality Committee 9:35 including Interim Maternity and Neonatal Safety Report Tim Peachey, Chair 5.5 Chief Executive Officer's Report 9:40 Receive and note the report Sponsor: David French, Chief Executive Officer 5.6 Performance KPI Report for Month 10 10:10 Review and discuss the report Sponsor: Andy Hyett, Chief Operating Officer 5.7 Break 10:40 5.8 Finance Report for Month 10 10:55 Review and discuss the report Sponsor: Ian Howard, Chief Financial Officer 5.9 ICB System Report for Month 10 11:05 Receive and discuss the report Sponsor: Ian Howard, Chief Financial Officer 5.10 People Report for Month 10 11:10 Review and discuss the report Sponsor: Steve Harris, Chief People Officer 5.11 Freedom to Speak Up Report 11:20 Review and discuss the report Sponsor: Natasha Watts, Acting Chief Nursing Officer Attendee: Christine Mbabazi, Equality & Inclusion Adviser/Freedom to Speak Up Guardian 5.12 11:35 Guardian of Safe Working Hours Quarterly Report and Update on 10-Point Plan Review and discuss the report and update Sponsor: Paul Grundy, Chief Medical Officer Attendee: Diana Hulbert, Guardian of Safe Working Hours and Emergency Department Consultant 6 STRATEGY and BUSINESS PLANNING 6.1 Corporate Objectives 2025-26 Quarter 3 Update 11:50 Review and feedback on the corporate objectives Sponsor: David French, Chief Executive Officer Attendee: Martin de Sousa, Director of Strategy and Partnerships 6.2 Board Assurance Framework (BAF) Update 12:00 Review and discuss the update Sponsor: Natasha Watts, Acting Chief Nursing Officer Attendee: Craig Machell, Associate Director of Corporate Affairs and Company Secretary 7 CORPORATE GOVERNANCE, RISK and INTERNAL CONTROL 7.1 Feedback from the Council of Governors' (CoG) Meeting 29 January 2026 12:15 (Oral) Sponsor: Jenni Douglas-Todd, Trust Chair Page 2 7.2 Register of Seals and Chair's Actions Report 12:20 Receive and ratify the report In compliance with the Trust Standing Orders, Financial Instructions, and the Scheme of Reservation and Delegation. Sponsor: Jenni Douglas-Todd, Trust Chair 7.3 Audit and Risk Committee Terms of Reference 12:25 Review and approve the Terms of Reference Sponsor: Ian Howard, Chief Financial Officer, for Committee Chair Attendee: Craig Machell, Associate Director of Corporate Affairs and Company Secretary 7.4 Quality Committee Terms of Reference 12:30 Review and approve the Terms of Reference Sponsor: Tim Peachey, Committee Chair Attendee: Craig Machell, Associate Director of Corporate Affairs and Company Secretary 7.5 Remuneration and Appointment Committee Terms of Reference 12:35 Review and approve the Terms of Reference Sponsor: Jenni Douglas-Todd, Trust Chair Attendee: Craig Machell, Associate Director of Corporate Affairs and Company Secretary 8 Any other business 12:40 Raise any relevant or urgent matters that are not on the agenda 9 Note the date of the next meeting: 14 May 2026 10 Items circulated to the Board for reading 10.1 South Central Regional Research Delivery Network (SC RRDN) 2025-26 Q3 Performance Report Note the report Sponsor: Paul Grundy, Chief Medical Officer 11 Resolution regarding the Press, Public and Others Sponsor: Jenni Douglas-Todd, Trust Chair To agree, as permitted by the National Health Service Act 2006 (as amended), the Trust's Constitution and the Standing Orders of the Board of Directors, that representatives of the press, members of the public and others not invited to attend to the next part of the meeting be excluded due to the confidential nature of the business to be transacted. 12 Follow-up discussion with governors 12:45 Page 3 Agenda links to the Board Assurance Framework (BAF) 10 March 2026 – Open Session Overview of the BAF Risk 1a: Lack of capacity to appropriately respond to emergency demand, manage the increasing waiting lists for elective demand, and provide timely diagnostics, that results in avoidable harm to patients. 1b: Due to the current challenges, we fail to provide patients and their families / carers with a high-quality experience of care and positive patient outcomes. 1c: We do not effectively plan for and implement infection prevention and control measures that reduce the number of hospital-acquired infections and limit the number of nosocomial outbreaks of infection. 2a: We do not take full advantage of our position as a leading University teaching hospital with a growing, reputable, and innovative research and development portfolio, attracting the best staff and efficiently delivering the best possible treatments and care for our patients. 3a: We are unable to meet current and planned service requirements due to the unavailability of staff to fulfil key roles. 3b: We fail to develop a diverse, compassionate, and inclusive workforce, providing a more positive staff experience for all staff. 3c: We fail to create a sustainable and innovative education and development response to meet the current and future workforce needs identified in the Trust’s longer-term workforce plan. 4a: We do not implement effective models to deliver integrated and networked care, resulting in sub-optimal patient experience and outcomes, increased numbers of admissions and increases in patients’ length of stay. 5a: We are unable to deliver a financial breakeven position, resulting in: inability to move out of the NHS England Recovery Support Programme, NHS England imposing additional controls/undertakings, and a reducing cash balance impacting the Trust’s ability to invest in line with its capital plan, estates/digital strategies, and in transformation initiatives. 5b: We do not adequately maintain, improve and develop our estate to deliver our clinical services and increase capacity. 5c: Our digital technology or infrastructure fails to the extent that it impacts our ability to deliver care effectively and safely within the organisation, 5d: We fail to prioritise green initiatives to deliver a trajectory that will reduce our direct and indirect carbon footprint by 80% by 2028-2032 (compared with a 1990 baseline) and reach net zero direct carbon emissions by 2040 and net zero indirect carbon emissions by 2045. Agenda links to the BAF No Item Linked BAF risk(s) 5.6 Performance KPI Report for Month 10 5.8 Finance Report for Month 10 5.9 ICB System Report for Month 10 5.10 People Report for Month 10 5.11 Freedom to Speak Up Report 5.12 Guardian of Safe Working Hours Quarterly Report and Update on 10-Point Plan 1a, 1b, 1c 5a 5a 3a, 3b, 3c 3b 3b Appetite (Category) Minimal (Safety) Current risk rating 4x5 20 Cautious (Experience) Minimal (Safety) 4x4 16 4x4 16 Open (Technology & Innovation) 3x4 12 Open (workforce) Open (workforce) Open (workforce) 4x5 20 4x3 12 4x4 16 Cautious (Effectiveness) 3x3 9 Cautious (Finance) 5x5 25 Target risk rating 4 x 2 Apr 6 27 3 x 2 Apr 6 27 2 x 3 Apr 6 27 3 x 2 Mar 6 27 4 x 3 Mar 12 30 4 x 2 Mar 8 30 3 x 2 Mar 6 29 3 x 2 Dec 6 25 3 x 3 Apr 9 30 Cautious (Effectiveness) Open (Technology & Innovation) Open (Technology & Innovation) 4x5 20 4x4 16 2x4 8 4 x 2 Apr 8 30 3 x 2 Apr 6 27 2 x 2 Dec 4 27 Does this item facilitate movement towards or away from the intended target risk score and appetite? Towards Away Neither x x x x x x Minutes Trust Board – Open Session Date Time Location Chair 13/01/2026 9:00 – 13:00 Conference Room, Heartbeat Education Centre Jenni Douglas-Todd (JD-T) Present Jenni Douglas-Todd, Chair (JD-T) Keith Evans, Non-Executive Director (NED) (KE) David French, Chief Executive Officer (DAF) Paul Grundy, Chief Medical Officer (PG) Steve Harris, Chief People Officer (SH) Jane Harwood, NED/Senior Independent Director and Deputy Chair (JH) Ian Howard, Chief Financial Officer (IH) Andy Hyett, Chief Operating Officer (AH) David Liverseidge, NED (DL) Tim Peachey, NED (TP) Alison Tattersall, NED (AT) Natasha Watts, Acting Chief Nursing Officer (NW) In attendance Craig Machell, Associate Director of Corporate Affairs and Company Secretary (CM) James Allen, Chief Pharmacist (JA) (item 5.12) Julie Brooks, Deputy Director of Infection Prevention and Control (JB) (item 5.11) Blue Cunningham, Patient Engagement & Involvement Officer (item 2) John Mcgonigle, Emergency Planning & Resilience Manager (JMc) (item 6.1) Jenny Milner, Associate Director of Patient Experience (JM) (item 5.10) Julian Sutton, Clinical Lead, Department of Infection (JS) (item 5.11) 4 governors (observing) 5 members of staff (observing) 2 members of the public (observing) Apologies Diana Eccles, NED (DE) 1. Chair’s Welcome, Apologies and Declarations of Interest The Chair welcomed attendees to the meeting. There were no interests to declare in the business to be transacted at the meeting. It was noted that apologies had been received from Diana Eccles. The Chair provided an overview of meetings she had held and events that she had attended since the previous Board meeting. 2. Patient Story Blue Cunningham was invited to present the Patient Story on behalf of Jade […], whose nine-year-old daughter, Lucy, had had a bowel resection at the Trust. It was noted that: • Lucy was a very structured child, who relied heavily on planning and knowing outcomes as well as having sensitivities to lots of different sensory inputs. Page 1 • In their treatment of Lucy, staff paid particular attention to Lucy’s needs and adapted their behaviour and took the time to make Lucy’s stay in hospital as comfortable as possible. • This Patient Story clearly demonstrated the Trusts’ values and the time taken in the handling of Lucy by staff likely saved time and effort in the long run by not distressing the patient and then having to manage this situation. 3. Minutes of the Previous Meeting held on 11 November 2025 The draft minutes tabled to the meeting were agreed to be an accurate record of the meeting held on 11 November 2025, subject to reassigning action 1296 to James Allen. 4. Matters Arising and Summary of Agreed Actions The matters arising and actions were noted. • Action 1293: work had commenced on a broader MRI strategy. This work would be presented to the Quality Committee in due course – the action remained open. • Action 1294: this formed part of a larger piece of work, which would be addressed through the planning cycle. The action could be closed. • Action 1295: a solution had been developed, but the Trust was waiting on a third party to be able to implement the solution. The action could be closed. • Action 1296 was addressed as part of item 5.12 below. It was explained that the metric was based on day cases and national statistics and was intended to show usage levels of the most critical antibiotics. 5. QUALITY, PERFORMANCE and FINANCE 5.1 Briefing from the Chair of the Finance, Investment & Cash Committee David Liverseidge was invited to present the Committee Chair’s Reports in respect of the meetings held on 24 November and 15 December 2025, the contents of which were noted. It was further noted that: • The Trust had reported an in-month deficit of c.£5m and, at the end of November 2025, had reported a year-to-date deficit of £40m. • The committee had received an update in respect of the Trust’s theatres improvement plans, noting that there had been a 3% increase in utilisation and a 3% reduction in cancellations. • The committee had received a report on the Trust’s productivity based on the national framework and noted that further work was required to understand the metrics behind the national framework. • The committee had reviewed the Trust’s cash position and supported a proposal to request further cash support for January 2026. • The committee noted that whilst the Trust’s transformation plans were ambitious, they were nonetheless grounded in reality. • In its review of the proposed capital plans for 2026/27-2029/30, the committee noted the challenge of having to balance the Trust’s allocation of Capital Departmental Expenditure Limit (CDEL) with the cash available to the Trust. • The committee reviewed the Trust’s medium-term plan ahead of the first submission to NHS England on 17 December 2025. It was noted that the assumed reductions in patients with no criteria to reside and mental health Page 2 patients were those reasonably considered to be within the Trust’s control rather than reductions which were dependent on third parties. • The committee supported a proposal for transforming the Southern Counties Pathology network. 5.2 Briefing from the Chair of the People and Organisational Development Committee Jane Harwood was invited to present the Committee Chair’s Reports in respect of the meetings held on 21 November and 15 December 2025, the contents of which were noted. It was further noted that: • Whilst there had been reductions in the size of the substantive workforce, this had been offset by an increase in temporary staff due to a combination of demand, sickness absence, patients with no criteria to reside, and mental health patients. • The committee noted changes with respect to statutory and mandatory training, which would facilitate ‘passporting’ between NHS organisations. • The committee received an update in respect of the Trust’s Inclusion and Belonging strategy, noting that progress had been slower than anticipated due to available resource. It was further noted that the external political environment had also created additional challenges in this area. • The committee received an update regarding the Trust’s refreshed approach to violence and aggression, noting a greater willingness to take action against violent/abusive patients and members of the public. It was further noted that the communications accompanying the new approach would be key. • The committee reviewed the Trust’s performance against the ten-point plan for resident doctors, noting that the Trust was, subject to a few exceptions, in a good position. • Whilst the results of the Staff Survey were still under an embargo, early indications were that the participation rate was lower than hoped for. • The Trust’s seasonal vaccination campaign had been successful with over 50% of staff having been vaccinated against influenza. 5.3 Briefing from the Chair of the Quality Committee Tim Peachey was invited to present the Committee Chair’s Report in respect of the meeting held on 24 November 2025, the content of which was noted. It was further noted that: • The committee noted that the Trust’s Complaints service, particularly Patient Advice and Liaison Service (PALS), was fragile. There was a backlog of c.500 emails due to resource constraints. • The committee noted that despite the financial pressure the Trust was under, it had sought to maintain staff numbers to ensure patient safety. A significant proportion of the reduction in staff during the year had been from administrative staffing groups. Whilst the Trust had successfully reduced the size of the clinical administrative workforce, it had not been possible to transform how this service was delivered through technical or other means. Therefore, there was a risk of bottlenecks due to insufficient administrative staff with the high level of demand falling on a smaller number of staff. • NHS England had launched changes to maternity care reporting with additional reporting requirements with the aim of developing national standards and approaches. • The committee had reviewed the Trust’s Maternity and Neonatal Safety report for the second quarter and noted that the Trust had demonstrated compliance with the requirements for the NHS Resolution Maternity Incentive Scheme. Page 3 5.4 Chief Executive Officer’s Report David French was invited to present the Chief Executive Officer’s Report, the content of which was noted. It was further noted that: • NHS England had published latest segmentation and league tables under the NHS Oversight Framework for Quarter 2. The Trust had fallen slightly from 48 out of 134 to 51 out of 134. The Trust remained in segment 5 due to being in the Recovery Support Programme. • The number of patients waiting over 65 weeks in October 2025 had resulted in the Trust entering Tier 1 for elective performance. However, since that time, the Trust had successfully reduced the number of patients waiting over 65 weeks to c.80, with a target to reduce this number to nil by the end of March 2026. • The Employment Rights Bill received Royal Assent on 18 December 2025. The Act included a number of changes which would impact the Trust. These changes were to be reviewed in detail by the People and Organisational Development Committee. • During further strike action by resident doctors between 17 December and 22 December 2025, the Trust had met the national target of maintaining 95% of activity. Roughly one-third of resident doctors had taken part in the industrial action, which compared favourably to other trusts – some had reported a participation rate of 80-90%. • University Hospitals Sussex NHS Foundation Trust had been fined in connection with the death of a patient with severe mental health problems who had absconded from a ward at the trust and subsequently committed suicide. This case was pertinent for the Trust given the number of mental health patients currently being cared for at the Trust in the absence of a more appropriate setting. It was noted that the Trust’s policy was clear on the approach to be taken in the event of a similar situation to that faced by University Hospitals Sussex NHS FT. • On 2 January 2026, the Trust had been informed that its endoscopy service had had its accreditation renewed until 1 November 2026 following an annual review by the Royal College of Physicians’ Joint Advisory Group on Gastro- Intestinal Endoscopy. • Alison Tattersall had been appointed as the Trust’s second Nominated Trustee on the board of the Southampton Hospitals Charity. • The Trust’s department of clinical law – a service established to deal with clinical questions relating to regulatory and legal principles within the Trust – had been in existence for 16 years. 5.5 Performance KPI Report for Month 8 Andy Hyett was invited to present the ‘spotlight’ report in respect of Cancer waiting time targets, the content of which was noted. It was further noted that: • There had been an increase in referrals over recent years, but despite this increase, the Trust had maintained performance, particularly in respect of the 28-day faster diagnosis pathway. • Consideration was being given in terms of demographic groups to be targeted in view of the success of the Targeted Lung Health Check programme and its efforts to target particular sections of the population. • The main challenge in terms of improving performance was in terms of diagnostic capacity, including access to magnetic resonance imaging (MRI) and other imaging services. Improving the diagnostics services remained a key priority, including development of a longer-term strategy for imaging. It was noted that MRI and computed tomography (CT) scan capacity in the UK was lower than that in comparable nations such as those in the US and EU. Page 4 • The Trust maintained a good relationship with the Wessex Cancer Alliance, which was an effective route for obtaining additional funding for cancer care. Action Andy Hyett agreed to provide Jane Harwood with further data regarding the stage at which cancer was diagnosed by socio-economic group. Andy Hyett was invited to present the Performance KPI Report for Month 8, the content of which was noted. It was further noted that: • The Trust’s overall Referral To Treatment (RTT) waiting list for November 2025 had decreased by 0.9% and the Trust had made significant progress in reducing the number of patients waiting more than 65 weeks. • The number of patients waiting for diagnostics marginally increased, but the Trust had maintained its previous performance with c.80% of patients waiting under six weeks for the fourth month in a row. • The Trust’s performance against the four-hour emergency department target had improved by 5.8% since October 2025, achieving 60.4% in November 2025, which was above its in-year performance plan submitted at the beginning of 2025/26. The Board discussed the Performance KPI Report for Month 8. This discussion is summarised below: • In terms of the Trust’s RTT waiting list, it was forecast that there would be c.60,000 patients on this list by the end of March 2026 with performance against the 18-week target expected to be c.67%. • The Trust’s performance in respect of the number of mental health patients spending over 12 hours in accident and emergency was considered to be reflective of the need to admit mental health patients where there was no more appropriate venue available. This situation also gave rise to increased use of agency staff. A workshop had been held with Hampshire and Isle of Wight Healthcare NHS Foundation Trust (HIOWH) and an action plan had been agreed. It was noted that HIOWH was also experiencing challenges in terms of its ability to discharge patients. • The reduction in the percentage of virtual appointments as a proportion of all outpatient consultations compared to 2024/25 was being looked at. • As of 13 January 2026, there were 295 patients with no criteria to reside – equivalent to 12 wards – at Southampton General Hospital. Work was ongoing to create wards specifically for this cohort of patients. It was noted that Hampshire and Isle of Wight Integrated Care System was ranked 39 out of 42 in terms of its number of patients with no criteria to reside. 5.6 Break 5.7 Finance Report for Month 8 Ian Howard was invited to present the Finance Report for Month 8, the content of which was noted. It was further noted that: • The Trust had reported a £4.9m deficit for Month 8 (£40.8m deficit, year-to- date), which was in line with its Financial Recovery Plan. This in-month deficit had also been maintained for Month 9, with the year-to-date deficit increasing to £45.6m. • The Trust’s underlying deficit remained at c.£6m per month with continued high numbers of patients with no criteria to reside and mental health patients coupled with operational pressures. Page 5 • The Trust had carried out between £20m and £30m of unfunded work during the year and had incurred £10m-15m of costs associated with patients with no criteria to reside and mental health patients. • The Trust expected to deliver £90m of savings under its Cost Improvement Programme against its target of £110m. • The Trust had requested £8.4m of additional cash support for January 2026 and expected to require a further £3m of support in March 2026. 5.8 ICS System Report for Month 8 Ian Howard was invited to present the ICS System Report for Month 8, the content of which was noted. It was further noted that: • The Hampshire and Isle of Wight Integrated Care System had reported a year- to-date deficit of £65m, which represented a variance of £36m from plan. It was noted that the Trust was a significant contributor to this variance, but that other organisations were also now reporting variances to plan. • The Trust had achieved the best ambulance handover time performance in the system, but further work was ongoing across the system with South Central Ambulance Service (SCAS) to improve performance. 5.9 People Report for Month 8 Steve Harris was invited to present the People Report for Month 8, the content of which was noted. It was further noted that: • The overall workforce fell marginally during November 2025, with reduction in substantive staff of 52 whole-time-equivalents (WTE) being partially offset by an increase in temporary staff usage due to operational pressures and sickness absence. • The Trust remained above its 2025/26 plan by 214 WTE despite a decrease of nearly 400 WTE since 31 March 2025. In order to meet its Financial Recovery Plan, the Trust’s workforce needed to reduce by a further 137 WTE. • Sickness absence continued to increase with 4.2% being reported during November and 4.8% being reported for December 2025. • The 2025 Staff Survey had closed. It was noted that the results were expected to be challenging. • The Trust had hit its target of 58% of staff having been vaccinated against flu, which placed the Trust in the top 15 nationally and second in the South East. • There was a significant amount of work ongoing to refresh the Trust’s approach and policies in respect of violence and aggression, including policy changes, training and communications. 5.10 Learning from Deaths 2025-26 Quarter 2 Report Jenny Milner was invited to present the Learning from Deaths report for the second quarter, the content of which was noted. It was further noted that: • The Trust continued to benchmark well against other organisations. It was one of only 11 trusts nationally with a lower than anticipated mortality rate based on its summary hospital-level mortality indicator (SHMI) score. • The Medical Examiner Service had reviewed a total of 1,078 deaths, of which 36% had occurred at the Trust’s sites. • Patients with learning disabilities remained an area of concern, although progress was being made in this area. The Trust was one of only a few Page 6 organisations to hold separate meetings to discuss deaths of patients with learning disabilities. • The Trust had procured a system to support organisation-wide learning from Morbidity and Mortality outcomes. 5.11 Infection Prevention and Control 2025-26 Quarter 2 Report Julian Sutton and Julie Brooks were invited to present the Infection Prevention and Control report for the second quarter, the content of which was noted. It was further noted that: • For the period covered by the report (July-September 2025), the Trust had exceeded all measures in terms of the annual limits for incidences of bacteraemia. The Trust was in a similar position to other organisations nationally. • There had been two cases of Methicillin-resistant Staphylococcus aureus (MRSA) and 34 cases of Clostridioides difficile (C-diff) during the period. • There had been a focus on invasive device care management (such as cannulas and catheters) and on hand hygiene. • The Trust had successfully managed the Candidozyma auris outbreak, with only three new cases identified since the beginning of 2025, the last of which was identified in April 2025. 5.12 Medicines Management Annual Report 2024-25 James Allen was invited to present the Medicines Management Annual Report 2024/25, the content of which was noted. It was further noted that: • The Trust’s expenditure on medicines during 2024/25 was £215m, a 2% reduction compared to 2023/24 and was on track to spend only £207m during 2025/26. These reductions indicated that the strategy of using less expensive generic and biosimilar medicines had been effective in reducing costs. • The number of approvals for clinical trials and research activity had continued to improve. • The Trust had completed work to decommission nitrous oxide manifolds, which was expected to reduce the Trust’s nitrous oxide emissions by 600,000 litres per year, equivalent to 354 tonnes of carbon dioxide emissions. • An area of focus was the deployment of digital systems. Action Ian Howard agreed to look at the level of savings achieved in terms of medicines costs and how costs of medicines were budgeted for. 5.13 Ward Staffing Nursing Establishment Review 2025 Natasha Watts was invited to present the Ward Staffing Nursing Establishment Review 2025, the content of which was noted. It was further noted that: • The report set out the results of the ward staffing review undertaken between July and October 2025. • There was a renewed national focus on safe staffing. • Overall, the Trust’s staffing establishments remain appropriate and within recommended guidelines. Page 7 • Continued high levels of enhanced care demand, a significantly more junior workforce, managing additional surge areas, and the impact of financial controls had been highlighted as ongoing challenges. 6. CORPORATE GOVERNANCE, RISK and INTERNAL CONTROL 6.1 Annual Assurance for the NHS England Core Standards for Emergency Preparedness, Resilience and Response (EPRR) Jon Mcgonigle was invited to present the Annual Assurance for the NHS England Core Standards for Emergency Preparedness, Resilience and Response, the content of which was noted. It was further noted that: • NHS England required all trusts to complete an annual self-assessment against a number of core standards. In its assessment against 62 applicable core standards, the Trust was fully compliant with 56 and not yet fully compliant with 6 standards. • Of the areas where the Trust was not yet fully compliant, these related primarily to governance maturity, exercising and testing, workforce training consistency, and assurance evidence, rather than the absence of emergency response arrangements. • Since an initial report had been submitted to the Trust Executive Committee in November 2025, the Trust had completed development and approval of the Business Continuity Management System, completed the consultation and adoption of Protective Security and Emergency Lockdown arrangements, and had commenced consultation and system engagement for Evacuation and Shelter. • Training was scheduled to take place between February and May 2026 for on- call staff in charge. It was intended to hold a tabletop exercise during 2027. • It was noted that it had been some time since the Trust had practised a major incident response with other partners. • The Trust was on schedule to embed the ‘protect’ duty under the Terrorism (Protection of Premises) Act 2025 by March 2027. Action John Mcgonigle agreed to look at scheduling a major incident response exercise with other partners involved. 7. Any other business It was noted that the Trust had declared a critical incident on 10/11 December 2025 due to an IT system failure. It was noted that this was Keith Evans’ final formal meeting, as his second threeyear term as a non-executive director was due to expire on 31 January 2026. The Board expressed its thanks to Keith Evans for his service and support. 8. Note the date of the next meeting: 10 March 2026 Page 8 9. Resolution regarding the Press, Public and Others Decision: The Board resolved that, as permitted by the National Health Service Act 2006 (as amended), the Trust’s Constitution and the Standing Orders of the board of directors, that representatives of the press, members of the public and others not invited to attend to the next part of the meeting be excluded due to the confidential nature of the business to be transacted. The meeting was adjourned. Page 9 List of action items Agenda item Assigned to Deadline Status Trust Board – Open Session 11/11/2025 - 5.6 Performance KPI Report for Month 6 1293. MRI scanners and imaging Hyett, Andy 10/03/2026 Pending Explanation action item Andy Hyett agreed to work on and present at either a future Board meeting or Trust Board Study Session the Trust’s longer-term strategy with respect to MRI scanners and imaging. TB 13/01/26: work had commenced on a broader MRI strategy. This work would be presented to the Quality Committee in due course – the action remained open. Trust Board – Open Session 09/09/2025 - 8 Any other business 1286. Organ donation Machell, Craig Explanation action item Craig Machell agreed to add organ donation to the agenda of a future Trust Board Study Session. 16/04/2026 Pending Update: Item deferred to TBSS on 16/04/26. Trust Board – Open Session 15/07/2025 - 5.11 Freedom to Speak Up Report 1267. Data Mbabazi, Christine 10/03/2026 Pending Explanation action item Christine Mbabazi to include data from other mechanisms for reporting concerns in future Freedom to Speak Up reports. Page 1 of 2 Agenda item Assigned to Deadline Status Trust Board – Open Session 13/01/2026 - 5.5 Performance KPI Report for Month 8 1311. Cancer diagnosis Hyett, Andy 10/03/2026 Pending Explanation action item Andy Hyett agreed to provide Jane Harwood with further data regarding the stage at which cancer was diagnosed by socio-economic group. Trust Board – Open Session 13/01/2026 - 5.12 Medicines Management Annual Report 2024-25 1312. Medicines costs Howard, Ian 10/03/2026 Pending Explanation action item Ian Howard agreed to look at the level of savings achieved in terms of medicines costs and how costs of medicines were budgeted for. Trust Board – Open Session 13/01/2026 - 6.1 Annual Assurance for the NHS England Core Standards for Emergency Preparedness, Resilience and Response (EPRR) 1313. Major incident response exercise Mcgonigle, John Hyett, Andy 10/03/2026 Pending Explanation action item John Mcgonigle agreed to look at scheduling a major incident response exercise with other partners involved. Page 2 of 2 Agenda Item 5.1 Committee Chair’s Report to the Trust Board of Directors 10 March 2026 Committee: Audit & Risk Committee Meeting Date: 27 January 2026 Key Messages: Assurance: (Reports/Papers reviewed by the Committee also appearing on the Board agenda) • The committee considered the accounting policies and management judgements in respect of the 2025/26 annual accounts, noting the impact of the review of the Modern Equivalent Asset valuation estimation methodology. This review was to ensure that the valuation reflects specialised assets based on a modern, functionally equivalent facility at an alternative location, rather than simply replicating the current buildings and equipment. • The committee received an update in respect of the work on the Trust’s interim accounts, noting that there had been significant improvements in terms of use and recording of manual adjustments, with an objective of further reducing the use of manual adjustments in future. • The committee noted the work undertaken to address the issues identified in the production of the 2023/24 and 2024/25 accounts. • The committee reviewed the Trust’s compliance with the Code of Governance for NHS Provider Trusts, noting that the Trust was compliant in all areas or had appropriate explanations for areas of non-compliance, of which there were only a few. • The committee received a report on compliance with the Trust’s Standards of Business Conduct Policy, noting that the level of declarations of interest had remained largely static and that further work would be required to review the Trust’s approach in this area. • The committee received updates in respect of the internal audit programme, including the reports in respect of an audit of cyber security and the Trust’s core financial systems. • An update was provided in respect of the work of the counter-fraud team. It was noted that the risk of temporary worker impersonation was a particular area of focus. In addition, the committee noted the work undertaken to review the Trust’s compliance with the Economic Crime and Corporate Transparency Act 2023. 6.2 Board Assurance Framework (BAF) Update Assurance Rating: Risk Rating: Substantial N/A • All risks had been reviewed with the relevant executive director(s). • There had been no significant changes in ratings or target dates since the BAF had been last reviewed in October 2025. However, the committee challenged how realistic some of the target dates were on the basis that many of the actions required were reliant on third parties. • The committee suggested that the rating for risk 5c should be reconsidered in view of the increasing cyber risk. • It was noted that the actions from the internal audit on the Trust’s risk management maturity were on track. Page 1 of 2 Any Other Matters: 7.4 Audit and Risk Committee Assurance Rating: Risk Rating: Terms of Reference Substantial N/A • The committee reviewed its Terms of Reference and no changes were proposed. • The committee recommended that the Board approve the revised Terms of Reference. N/A Assurance Rating: Substantial There is a robust series of suitably designed internal controls in place upon Assurance which the organisation relies to manage the risk of failure of the continuous and effective achievement of the objectives of the process, which at the time of our review were being consistently applied. Reasonable There is a series of controls in place, however there are potential risks that Assurance may not be sufficient to ensure that the individual objectives of the process are achieved in a continuous and effective manner. Improvements are required to enhance the adequacy and effectiveness of the controls to mitigate these risks. Limited Assurance Controls in place are not sufficient to ensure that the organisation can rely upon them to manage the risks to the continuous and effective achievement of the objectives of the process. Significant improvements are required to improve the adequacy and effectiveness of the controls. No Assurance There is a fundamental breakdown or absence of core internal controls such that the organisation cannot rely upon them to manage the risks to the continuous and effective achievement of the objectives of the process. Immediate action is required to improve the adequacy and effectiveness of controls. Not Applicable Where assurance is not required and/or relevant. Risk Rating: Low Medium High Not Applicable Based on the report considered by the committee, there is little or no concern that the Trust will be unable to meet its stated objectives and/or plans. There is some concern that the Trust might not be able to fully meet its stated objectives and/or plans based on the information contained in the report considered by the committee. There is a significant risk that the Trust will not be able to meet its stated objectives and/or plans based on the information contained in the report considered by the committee. Where risk rating is not relevant. Page 2 of 2 Agenda Item 5.2 i) Committee Chair’s Report to the Trust Board of Directors 10 March 2026 Committee: Finance, Investment and Cash Committee Meeting Date: 26 January 2026 Key Messages: Assurance: (Reports/Papers reviewed by the Committee also appearing on the Board agenda) • The committee received the Finance Report for Month 9. The Trust had reported an in-month deficit of £4.9m and continued to report in line with the Financial Recovery Plan. The Trust had also delivered £10.3m of savings under the Cost Improvement Programme during the month. The modern equivalent assets review had been completed, which delivered £3m of benefit during the month. • The committee carried out a deep-dive into the Trust’s underlying financial position, noting that there had been £15.8m of one-off adjustments and that the underlying deficit was £61.4m year-to-date. The monthly underlying deficit continued to be c.£6m and therefore the 2025/26 exit position was assessed to be £72m. • The committee received an update on the Trust’s medium term planning submission, noting that it was expected that the Trust would submit a non-compliant plan. There remained a significant gap between the level of performance required under the framework and the available funding and an absence of proposals from Specialised Commissioning. It was noted that the assumptions regarding noncriteria to reside numbers were based on factors within the Trust’s control, rather than those dependent on third parties. • The committee received an update on financial improvement, noting that the Trust was £4m behind its CIP plan for 2025/26, expecting to deliver £88m of savings by year end compared to the £110m target. The Trust was targeting £50m of CIP savings for 2026/27. Based on national data, the Trust had the tenth smallest opportunity for productivity savings. • The committee considered the Trust’s cash position as at 31 December 2025 and the forecast cash position for the remainder of the financial year. The Trust expected to require a further £2.9m of cash support in March 2026, which the committee supported. • The committee received an update in respect of the Trust’s outsourced cleaning and catering services contract. N/A Any Other N/A Matters: Assurance Rating: Substantial There is a robust series of suitably designed internal controls in place upon Assurance which the organisation relies to manage the risk of failure of the continuous and effective achievement of the objectives of the process, which at the time of our review were being consistently applied. Page 1 of 2 Reasonable Assurance Limited Assurance No Assurance Not Applicable There is a series of controls in place, however there are potential risks that may not be sufficient to ensure that the individual objectives of the process are achieved in a continuous and effective manner. Improvements are required to enhance the adequacy and effectiveness of the controls to mitigate these risks. Controls in place are not sufficient to ensure that the organisation can rely upon them to manage the risks to the continuous and effective achievement of the objectives of the process. Significant improvements are required to improve the adequacy and effectiveness of the controls. There is a fundamental breakdown or absence of core internal controls such that the organisation cannot rely upon them to manage the risks to the continuous and effective achievement of the objectives of the process. Immediate action is required to improve the adequacy and effectiveness of controls. Where assurance is not required and/or relevant. Risk Rating: Low Medium High Not Applicable Based on the report considered by the committee, there is little or no concern that the Trust will be unable to meet its stated objectives and/or plans. There is some concern that the Trust might not be able to fully meet its stated objectives and/or plans based on the information contained in the report considered by the committee. There is a significant risk that the Trust will not be able to meet its stated objectives and/or plans based on the information contained in the report considered by the committee. Where risk rating is not relevant. Page 2 of 2 Agenda Item 5.2 ii) Committee Chair’s Report to the Trust Board of Directors 10 March 2026 Committee: Finance, Investment and Cash Committee Meeting Date: 23 February 2026 Key Messages: • • • • • • • • • The committee received the Finance Report for Month 10 (see below). The committee received an update in respect of the impact of the fire at Southampton General Hospital on 1 February 2026, including in respect of the actions being taken to restore the lost services and the Trust’s claims under the NHS Resolution Property Expenses Scheme and under its commercial insurance policy. The committee received an update following the submission of the Trust’s medium term plan on 12 February 2026, noting that the Trust’s current proposed deficit made it an outlier. There remained a significant gap between the level of funding available from commissioners and the performance required under the framework. The committee enquired as to the possible route to resolve and supported the view that pricing of activity needed to be set at a level which did not create an increasing deficit as it currently does in critical care areas. Following the external review recommendations, the committee look forward to a deeper dive into the drivers of the increases in the Trust’s cost base over the past 5-6 years as this has increased at a greater rate than activity levels. This is planned for the March 2026 meeting. The committee received an update in respect of the Always Improving programme, noting that the fire had prompted something of a re-think in terms of organisational and system fundamentals. It was noted that there had been changes in the Trust’s risk appetite in terms of management of patients having no criteria to reside and outpatient appointments. Sustaining the improvements in these areas was considered to be a key priority. The committee received a report on the roll out of the MIYA system in the Trust’s emergency department, which went live on 8 October 2025. It was noted that whilst there had been some initial impact on performance during the first weeks, this had been expected, and the issues appeared to have been largely resolved. The system had delivered improvements in clinical management and in terms of data analytics. The committee noted that the Trust had been awarded £39m in capital funding for 2025/26. It was noted that this was a significant amount of funding to be used during the final months of 2025/26 and that work was ongoing to secure this funding through placing of orders and other activity. The committee received an update in respect of the Trust’s proposed tender for car parking services. The committee supported the proposals to obtain mobile endoscopy units to address the loss of the Trust’s endoscopy service in the fire on 1 February 2026. The committee noted proposals in respect of changes to NHS Property Services. Page 1 of 3 Assurance: (Reports/Papers reviewed by the Committee also appearing on the Board agenda) Any Other Matters: 5.8 Finance Report for Month 10 Assurance Rating: Risk Rating: Substantial High • The Trust had submitted a revised forecast to NHS England of a deficit of £49.9m following a request for an ‘art of the possible’ reforecast. The Trust had since received additional funding, which reduced the 2025/26 forecast deficit to c.£45m. • The Trust had reported a year-to-date deficit of £44.8m, with the underlying monthly deficit remaining between £5.5-6m. The Trust expected additional one-offs during the final months, but there was significant risk associated with this. • The Trust was forecasting CIP delivery of £94m for 2025/26, with £78m achieved year-to-date. • Whilst there had been some increase in workforce numbers in December 2025 and January 2026, it was considered normal for this to occur during this period, however this was creating a deviation from the planned workforce numbers. This was explained as the result of the decision taken to address 65- and 52-week waits which had therefore impacted staff numbers. The resulting increased income from additional work had yet to register in the Trust's revenue numbers but was expected in February and March.. 6.2 Board Assurance Framework (BAF) Update Assurance Rating: Risk Rating: N/A • Risk 5a remained the Trust’s highest-rated risk at 25 and the target date for reduction had been extended by six months due to continued uncertainty around the funding available during 2026/27 and the impact of the fire on 1 February 2026. • Risk 5b had been assessed following the fire, but it was considered that whilst there had been significant disruption, the event and subsequent activities had been well-managed and demonstrated the effectiveness of the Trust’s evacuation and business continuity plans. Accordingly, no changes were proposed to the rating. • There had been an increase in the rating of risk 5c, largely due to risks surrounding the age of the Trust’s digital infrastructure and uncertainty regarding the OneEPR programme. The committee reviewed the Trust’s cash position and forecast, and the committee supported the additional request to be submitted in February 2026 for cash support up to a maximum of £10m to be received in April 2026. The trajectory for cash support in 2026/27 was to be reviewed at the March 2026 meeting. Assurance Rating: Substantial There is a robust series of suitably designed internal controls in place upon Assurance which the organisation relies to manage the risk of failure of the continuous and effective achievement of the objectives of the process, which at the time of our review were being consistently applied. Reasonable There is a series of controls in place, however there are potential risks that Assurance may not be sufficient to ensure that the individual objectives of the process are achieved in a continuous and effective manner. Improvements are required to enhance the adequacy and effectiveness of the controls to mitigate these risks. Page 2 of 3 Limited Assurance No Assurance Not Applicable Controls in place are not sufficient to ensure that the organisation can rely upon them to manage the risks to the continuous and effective achievement of the objectives of the process. Significant improvements are required to improve the adequacy and effectiveness of the controls. There is a fundamental breakdown or absence of core internal controls such that the organisation cannot rely upon them to manage the risks to the continuous and effective achievement of the objectives of the process. Immediate action is required to improve the adequacy and effectiveness of controls. Where assurance is not required and/or relevant. Risk Rating: Low Medium High Not Applicable Based on the report considered by the committee, there is little or no concern that the Trust will be unable to meet its stated objectives and/or plans. There is some concern that the Trus
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Papers Trust Board - 11 March 2025

Description: Date Time Location Chair Agenda Trust Board – Open Session 11/03/2025 9:00 - 13:00 Conference Room, Heartbeat Education Centre Jenni Douglas-Todd 1 Chair’s Welcome, Apologies and Declarations of Interest 9:00 Note apologies for absence, and to hear any declarations of interest relating to any item on the Agenda. 2 Patient Story The patient story provides an opportunity for the Board to reflect on the experiences of patients and staff within the Trust and understand what the Trust could do better. 3 Minutes of Previous Meeting held on 7 January 2025 9:15 Approve the minutes of the previous meeting held on 7 January 2025 4 Matters Arising and Summary of Agreed Actions To discuss any matters arising from the minutes, and to agree on the status of any actions assigned at the previous meeting. 5 QUALITY, PERFORMANCE and FINANCE Quality includes: clinical effectiveness, patient safety, and patient experience 5.1 Briefing from the Chair of the Audit and Risk Committee 9:20 Keith Evans, Chair 5.2 Briefing from the Chair of the Finance and Investment Committee 9:25 Dave Bennett, Chair 5.3 Briefing from the Chair of the People and Organisational Development 9:30 Committee Jane Harwood, Chair 5.4 Briefing from the Chair of the Quality Committee 9:35 Tim Peachey, Chair 5.5 Chief Executive Officer's Report 9:40 Receive and note the report Sponsor: David French, Chief Executive Officer 5.6 Performance KPI Report for Month 10 10:10 Review and discuss the report Sponsor: David French, Chief Executive Officer 5.7 Break 10:45 5.8 Finance Report for Month 10 11:00 Review and discuss the report Sponsor: Ian Howard, Chief Financial Officer 5.9 ICS Finance Report for Month 10 11:15 Receive and discuss the report Sponsor: Ian Howard, Chief Financial Officer 5.10 People Report for Month 10 11:20 Review and discuss the report Sponsor: Steve Harris, Chief People Officer 5.11 Mortuary Standards Compliance Update (Oral) 11:35 Sponsor: Gail Byrne, Chief Nursing Officer 6 STRATEGY and BUSINESS PLANNING 6.1 Corporate Objectives 2024-25 Quarter 3 Review 11:40 Review and feedback on the corporate objectives Sponsor: David French, Chief Executive Officer Attendees: Martin De Sousa, Director of Strategy and Partnerships/Kelly Kent, Head of Strategy and Partnerships 6.2 Board Assurance Framework (BAF) Update 11:50 Review and discuss the update Sponsor: Gail Byrne, Chief Nursing Officer Attendees: Craig Machell, Associate Director of Corporate Affairs and Company Secretary/Lauren Anderson, Corporate Governance and Risk Manager 7 CORPORATE GOVERNANCE, RISK and INTERNAL CONTROL 7.1 Feedback from the Council of Governors' (CoG) meeting 29 January 2025 12:00 (Oral) Sponsor: Jenni Douglas-Todd, Trust Chair 7.2 Register of Seals and Chair's Actions Report 12:05 Receive and ratify In compliance with the Trust Standing Orders, Financial Instructions, and the Scheme of Reservation and Delegation. Sponsor: Jenni Douglas-Todd, Trust Chair Page 2 7.3 Audit and Risk Committee Terms of Reference 12:10 Review and approve the Terms of Reference Sponsor: Ian Howard, Chief Financial Officer Attendee: Craig Machell, Associate Director of Corporate Affairs and Company Secretary 7.4 Finance and Investment Committee Terms of Reference 12:15 Review and approve the Terms of Reference Sponsor: Dave Bennett, Committee Chair Attendee: Craig Machell, Associate Director of Corporate Affairs and Company Secretary 7.5 Quality Committee Terms of Reference 12:20 Review and approve the Terms of Reference Sponsors: Tim Peachey, Committee Chair Attendee: Craig Machell, Associate Director of Corporate Affairs and Company Secretary 7.6 Remuneration and Appointment Committee Terms of Reference 12:25 Review and approve the Terms of Reference Sponsor: Jenni Douglas-Todd, Trust Chair Attendee: Craig Machell, Associate Director of Corporate Affairs and Company Secretary 7.7 Trust Executive Committee Terms of Reference 12:30 Approve the proposed amendments to the Terms of Reference Sponsor: David French, Chief Executive Officer Attendee: Craig Machell, Associate Director of Corporate Affairs and Company Secretary 8 Any other business 12:35 Raise any relevant or urgent matters that are not on the agenda 9 Note the date of the next meeting: 13 May 2025 10 Items circulated to the Board for reading 29 January 2025 Message from Ian Howard re Update on legal dispute with BAM 10.1 South Central Regional Research Delivery Network (SC RRDN) 2024-25 Q3 Performance Report Note the report Sponsor: Paul Grundy, Chief Medical Officer Page 3 11 Resolution regarding the Press, Public and Others Sponsor: Jenni Douglas-Todd, Trust Chair To agree, as permitted by the National Health Service Act 2006 (as amended), the Trust's Constitution and the Standing Orders of the Board of Directors, that representatives of the press, members of the public and others not invited to attend to the next part of the meeting be excluded due to the confidential nature of the business to be transacted. 12 Follow-up discussion with governors 12:45 Page 4 Agenda links to the Board Assurance Framework (BAF) 11 March 2025 – Open Session Overview of the BAF Risk 1a: Lack of capacity to appropriately respond to emergency demand, manage the increasing waiting lists for elective demand, and provide timely diagnostics, that results in avoidable harm to patients. 1b: Due to the current challenges, we fail to provide patients and their families / carers with a high-quality experience of care and positive patient outcomes. 1c: We do not effectively plan for and implement infection prevention and control measures that reduce the number of hospital-acquired infections and limit the number of nosocomial outbreaks of infection. 2a: We do not take full advantage of our position as a leading University teaching hospital with a growing, reputable, and innovative research and development portfolio, attracting the best staff and efficiently delivering the best possible treatments and care for our patients. 3a: We are unable to meet current and planned service requirements due to the unavailability of staff to fulfil key roles. 3b: We fail to develop a diverse, compassionate, and inclusive workforce, providing a more positive staff experience for all staff. 3c: We fail to create a sustainable and innovative education and development response to meet the current and future workforce needs identified in the Trust’s longer-term workforce plan. 4a: We do not implement effective models to deliver integrated and networked care, resulting in sub-optimal patient experience and outcomes, increased numbers of admissions and increases in patients’ length of stay. 5a: We are unable to deliver a financial breakeven position, resulting in: inability to move out of the NHS England Recovery Support Programme, NHS England imposing additional controls/undertakings, and a reducing cash balance impacting the Trust’s ability to invest in line with its capital plan, estates/digital strategies, and in transformation initiatives. 5b: We do not adequately maintain, improve and develop our estate to deliver our clinical services and increase capacity. 5c: Our digital technology or infrastructure fails to the extent that it impacts our ability to deliver care effectively and safely within the organisation, 5d: We fail to prioritise green initiatives to deliver a trajectory that will reduce our direct and indirect carbon footprint by 80% by 2028-2032 (compared with a 1990 baseline) and reach net zero direct carbon emissions by 2040 and net zero indirect carbon emissions by 2045. Agenda links to the BAF No Item Linked BAF risk(s) 5.6 Performance KPI Report for Month 10 5.8 Finance Report for Month 10 5.9 ICS Finance Report for Month 10 5.10 People Report for Month 10 5.11 Mortuary Standards Compliance Update 5.11 Corporate Objectives 2024-5 Quarter 3 Review 1a, 1b, 1c 5a 5a 3a, 3b, 3c 1b All Appetite (Category) Minimal (Safety) Current risk rating 4x5 20 Cautious (Experience) Minimal (Safety) 3x3 9 4x4 16 Open (Technology & Innovation) 3x3 9 Open (workforce) Open (workforce) Open (workforce) 4x5 20 4x3 12 4x4 16 Cautious (Effectiveness) 3x3 9 Cautious (Finance) 4x5 20 Target risk rating 4 x 2 Apr 6 27 3 x 2 Mar 6 26 2 x 3 Apr 6 27 3 x 2 Dec 6 25 4 x 3 Mar 12 26 4 x 2 Mar 8 27 3 x 2 Mar 6 29 3 x 2 Dec 6 25 3 x 3 Apr 9 30 Cautious (Effectiveness) Open (Technology & Innovation) Open (Technology & Innovation) 4x5 20 3x4 12 2x3 6 4 x 2 Apr 8 30 3 x 2 Apr 6 27 2 x 2 Dec 4 27 Does this item facilitate movement towards or away from the intended target risk score and appetite? Towards Away Neither x x x x x x Minutes Trust Board – Open Session Date Time 07/01/2025 9:00 – 13:00 Location Chair Conference Room, Heartbeat/Microsoft Teams Jenni Douglas-Todd (JD-T) Present Dave Bennett, NED (DB) Gail Byrne, Chief Nursing Officer (GB) Jenni Douglas-Todd, Chair (JD-T) Diana Eccles, NED (DE) Keith Evans, Deputy Chair and NED (KE) David French, Chief Executive Officer (DAF) Paul Grundy, Chief Medical Officer (PG) Steve Harris, Chief People Officer (SH) Jane Harwood, NED/Senior Independent Director (JH) Ian Howard, Chief Financial Officer (IH) David Liverseidge, NED (DL) Tim Peachey, NED (TP) Joe Teape, Chief Operating Officer (JT) Alison Tattersall, NED (AT) In attendance Martin De Sousa, Director of Strategy and Partnerships (MDeS) Craig Machell, Associate Director of Corporate Affairs and Company Secretary (CM) James Allen, Chief Pharmacist (JA) (item 5.14) Lauren Anderson, Corporate Governance and Risk Manager (LA) (item 6.1) Julie Brooks, Deputy Director of Infection Prevention & Control (JB) (item 5.13) Rosemary Chable, Head of Nursing for Education, Practice and Staffing (RC) (item 5.15) Diana Hulbert, Guardian of Safe Working Hours and Emergency Department Consultant (DH) (item 5.11) Christine Mbabazi, Equality & Inclusion Adviser/Freedom to Speak Up Guardian (CMb) (item 5.10) John Mcgonigle, Emergency Planning & Resilience Manager (JMc) (item 7.1) Jenny Milner, Associate Director of Patient Experience (JM) (item 5.12) Danielle Sinclair, Deputy Emergency Planner (DS) (item 7.1) Julian Sutton, Lead Infection Control Director (JS) (item 5.13) Fatemeh Jenabi, Specialty Registrar (FJ) (shadowing JT) 1 member of the public (item 2) 6 governors (observing) 4 members of staff (observing) 1. Chair’s Welcome, Apologies and Declarations of Interest The Chair welcomed attendees to the meeting. There were no interests to declare in the business to be transacted at the meeting. The Board welcomed David Liverseidge, who had been appointed as an independent non-executive director with effect from 1 January 2025. Page 1 It was noted that Joe Teape had accepted an appointment as chief executive officer of Torbay and South Devon NHS Foundation Trust, and, accordingly Joe Teape would be leaving the Trust in February 2025. It was further noted that Jenni Douglas-Todd had been appointed as chair of the partnership between Portsmouth Hospitals University NHS Trust and Isle of Wight NHS Trust, commencing on 1 April 2025. 2. Patient Story Gillian Muir, one of the Trust’s ‘involved patients’, was invited to relate their experience of treatment for tongue and thyroid cancer in 2022. It was noted that: • Both the treatment received and staff were rated positively. However, the referral process was open to criticism. • In addition, it was considered that it would be beneficial to have a single point for information for patients as well as more information about self-help and on the patient journey. • The importance of the emotional aspect of treatment was noted as was the benefit of using patients to help other patients. Action Gail Byrne agreed to consider how the recommendations made in patient stories could be captured and action taken as a result. 3. Minutes of the Previous Meeting held on 5 November 2024 The draft minutes tabled to the meeting were agreed to be an accurate record of the meeting held on 5 November 2024. 4. Matters Arising and Summary of Agreed Actions It was noted that all actions were either closed or not yet due for completion. 5. QUALITY, PERFORMANCE and FINANCE 5.1 Briefing from the Chair of the Finance and Investment Committee The chair of the Finance and Investment Committee was invited to present the Committee Chair’s Reports in respect of the meetings held on 25 November and 16 December 2024, the content of which was noted. It was further noted that: • The Trust’s financial position remained challenging with additional cost pressures due to the pay awards and non-delivery of system-wide transformation programmes resulting in a year-to-date deficit of £18.2m. • There was a shortfall of £17m in respect of delivery of the Trust’s Cost Improvement Programme (CIP), largely due to non-delivery of system transformation programmes. • The Trust benchmarked well against comparator organisations in terms of its value-for-money and elective recovery delivery. • As at the end of November 2024, the Trust had carried out £21m in unfunded activity. • The Trust’s cash balance remained a concern, as it was being eroded by the Trust’s underlying monthly deficit and was expected to fall below the minimum required level in the first quarter of 2025/26. Page 2 5.2 Briefing from the Chair of the People and Organisational Development Committee The chair of the People and Organisational Development Committee was invited to present the Committee Chair’s Report in respect of the meeting held on 13 December 2024, the content of which was noted. It was further noted that: • As anticipated, the Trust’s workforce had grown slightly in November 2024. However, the main challenge to meeting the Trust’s 2024/25 plan remained the non-delivery of system-wide transformation programmes in mental health and non-criteria to reside, which the Trust had assumed would enable a reduction in its workforce by 218 whole-time-equivalents (WTE). • The committee received an update in respect of the ongoing industrial dispute with portering staff and in respect of the Band 2/3 pay dispute. • The committee reviewed the Board Assurance Framework and suggested that the rating of risk 3c should be increased to reflect the financial situation and uncertainty around the NHS long-term workforce plan (item 6.1). • Issues such as ongoing industrial disputes were impacting the Trust’s capacity to make progress on other areas such as organisational and cultural development and transformation. 5.3 Briefing from the Chair of the Quality Committee including Maternity and Neonatal Safety 2024-25 Quarter 2 Report The chair of the Quality Committee was invited to present the Committee Chair’s Report in respect of the meeting held on 25 November 2024, the content of which was noted. It was further noted that: • There had been seven ‘never events’ during 2024/25. • The committee had reviewed the Learning from Deaths 2024-25 Quarter 2 report (item 5.12), and it was noted that the risk rating attributable to this area in the Chair’s Report was aggregated. • The committee had reviewed the Infection Prevention and Control 2024-25 Quarter 2 report (item 5.13). • The committee had scrutinised the Maternity and Neonatal Safety 2024-25 Quarter 2 report in detail. 5.4 Chief Executive Officer’s Report David French was invited to present the Chief Executive Officer’s Report, the content of which was noted. It was further noted that: • There had been a water supply failure on 18 December 2024 due to a technical problem at a nearby water treatment works, which resulted in a loss of water for three days. Southern Water supplied the Trust with water via tankers during this period to ensure that soft (non-potable) water was available throughout the interruption. The Trust’s Estates team managed this incident well. • It had been a difficult start to 2025 with high Emergency Department attendance levels and ambulance volumes, exacerbated by the national prevalence of seasonal illnesses such as influenza, which impacted both patient and staff numbers. • In order to manage Emergency Department attendances as high as 450 patients per day, the Trust had been required to situate patients in other areas of the hospital, which placed additional logistical burdens on staff. • The high rates of attendance meant that the Trust was close to declaring a critical incident, noting that other local providers had already done so. • There were 263 patients having no criteria to reside awaiting discharge. Page 3 • The Government had made a number of announcements prior to Christmas in respect of possible reforms, including introduction of a league table for NHS providers. • In addition, the Government had announced its targets for the NHS, including a commitment that 92% of patients were seen within 18 weeks, which would likely pose a significant challenge, as currently only around 60% of patients were seen within this timeframe. There was also a possibility that a cap would be introduced on Elective Recovery Funding. • Based on discussions with NHS England, it was understood that the £22bn of additional funding announced in the Autumn Statement had already been allocated to address pay awards and other cost pressures, and accordingly 2025/26 would likely feel like a 1-2% decrease in terms of funding. The messaging from NHS England appeared to have also altered to one of providers doing what they could within the available funding envelope, rather than attempting to deliver against all targets whilst at the same time delivering a break-even financial position. • It was proposed to regulate NHS managers, and a consultation, closing on 18 February 2025, had been launched on 26 November 2024. It was agreed that any such regulation needed to be fair and equitable. • The Trust had opened a new state-of-the-art special care baby unit, designed to increase capacity and offer enhanced specialist care. 5.5 Performance KPI Report for Month 8 Joe Teape was invited to present the Performance KPI Report for Month 8, the content of which was noted. It was further noted that: • The Trust continued to perform well when compared to other equivalent organisations. • During November 2024, there had been an average of 450 patients per day attending the Emergency Department, and four-hour performance at Southampton General Hospital was 56.1%. • There had been improvements in cancer waiting times against the 28-day faster diagnosis and 31-day targets. • The Trust’s Referral To Treatment waiting list had reduced slightly, and the Trust’s performance against the 18-week target was top-quartile. • Between August and October 2024, the Trust’s performance against the six- week diagnostic standard was 87%, which although below the national target, was top-quartile. 5.6 Break 5.7 Finance Report for Month 8 Ian Howard was invited to present the Finance Report for Month 8, the content of which was noted. It was further noted that: • The Trust had reported a £5.7m in-month deficit (£18.2m year-to-date) and was £14.8m behind its 2024/25 plan. • The Trust had submitted its financial recovery plan to the Hampshire and Isle of Wight Integrated Care Board and was on track with this plan, with the exception of the pressures due to the pay award. • Based on the national month 7 productivity data, average national increased productivity was 1.7% whereas the Trust had recorded 4% during the same period. • The Trust’s cash position continued to deteriorate and there was a significant risk that additional cash support would be required in the fourth quarter. Page 4 • There was a risk that a cap would be applied to Elective Recovery funding in 2024/25 based on month 8 performance. 5.8 ICB Finance Report for Month 8 Ian Howard was invited to present the ICB Finance Report for Month 8, the content of which was noted. It was further noted that: • The Integrated Care System had reported a year-to-date deficit of £39.71m, compared to a planned year-to-date deficit of £10.23m. • £70m of cash support had been received and the ICS was forecasting achieving break-even at the end of the year. The Board discussed the ICB Finance Report for Month 8 and challenged the requests contained in the report in respect of the assurance to be given by Executive Directors regarding the system-wide transformation programmes. It was noted that whilst Executive Directors would be able to provide assurance regarding the Trust’s contribution, it would not be reasonable to expect them to provide assurance regarding matters outside their control. The Board additionally challenged the assertion that the Hampshire and Isle of Wight Integrated Care System would achieve break-even at the end of 2024/25, noting that there was no expectation that the system transformation programmes would deliver significant benefits in the final quarter. Actions Ian Howard agreed to coordinate a report to the Board in respect of the Trust’s contribution to the Hampshire and Isle of Wight Integrated Care System transformation programmes. The Chair and David French agreed to discuss the requests of the Board in the ICB Finance Reports with the Integrated Care Board’s chair. 5.9 People Report for Month 8 Steve Harris was invited to present the People Report for Month 8, the content of which was noted. It was further noted that: • The Trust was 77 whole-time-equivalents (WTE) above its 2024/25 plan and was projecting to be 186 WTE above plan at year end. The plan assumed a reduction of 218 WTE linked to improvements in mental health and patients having no criteria to reside through successful delivery of system-wide transformation programmes. These transformation programmes had yet to deliver any significant benefit. • An update was provided in respect of the industrial dispute with portering staff. It was noted that an ACAS-facilitated deal had been brokered and agreed with staff, although the mandate for strike action remained in force until May 2025. • An update was provided regarding the ongoing pay dispute relating to Band 2 and 3 staff. 5.10 Freedom to Speak Up Report The Freedom to Speak Up Report was tabled to the meeting, the content of which was noted. It was further noted that: • There had been 97 cases reported during 2024, most of which related to allegations of bullying or issues with team dynamics. Only one report related to a patient safety issue. Page 5 • It would be necessary to review responses to the staff survey regarding attitudes toward speaking up. • A ‘heatmap’ to triangulate safety, quality and wellbeing concerns was under consideration. The Board discussed the report and queried why staff felt unable to utilise line or senior management to resolve many of the issues reported via the Trust’s Freedom to Speak Up process. The importance of visibility on the part of the leadership team was noted. Actions Gail Byrne agreed to consider how Freedom to Speak Up can be used for its original purpose of raising concerns of safety. 5.11 Guardian of Safe Working Hours Quarterly Report Diana Hulbert was invited to present the Guardian of Safe Working Hours Quarterly Report, the content of which was noted. It was further noted that: • The vacancy rate for resident doctors was 9.16%, which was in line with previous years and low compared with peers. • There had been an average of 48 exception reports per month over the past 12 months. The most common reason had been due to working hours breaches and the majority had been in relation to F1 grades. • A lack of office space and lockers remained an issue. • The generation of a sense of belonging amongst resident doctors posed a challenge. • The session on resident doctors at the Trust Board Study Session in November 2024 was a welcome opportunity to speak to the Board about the lives of resident doctors. 5.12 Learning from Deaths 2024-25 Quarter 2 Report Jenny Milner was invited to present the Learning from Deaths 2024-25 Quarter 2 Report, the content of which was noted. It was further noted that: • The Trust’s relative mortality rate was lower than expected compared with national figures. The Trust was one of 12 other trusts (out of 119) in this position. • The Independent Medical Examiners Group had commenced work during the second quarter and was responsible for reviewing all deaths. • An electronic application was being developed to assist in disseminating the outputs from Mortality and Morbidity meetings. • There had been an increased number of reports of patients dying in bays rather than side-rooms, which correlated with complaints received. 5.13 Infection Prevention and Control 2024-25 Quarter 2 Report Julian Sutton and Julie Brooks were invited to present the Infection Prevention and Control 2024-25 Quarter 2 Report, the content of which was noted. It was further noted that: • In line with a more general national trend, the Trust was not expecting to meet its targets in respect of infection prevention and control. Page 6 • However, the Trust compared favourably with peers. • A hand-washing campaign had been carried out in October and November 2024. • Rates of clostridioides difficile were increasing both nationally and internationally. • The situation with regard to the candida auris outbreak appeared to be improving following the interventions made by the Trust. The screening arrangements would likely be required indefinitely and the maintaining of the fundamentals of care programme expectations was crucial to preventing future outbreaks. Action Gail Byrne agreed to include an item on infection prevention control at a future Trust Board Study Session to include details of an Australian study, point of care testing, and progress on the roll out of the Fundamentals of Care programme. 5.14 Annual Medicines Management 2023-24 Report James Allen was invited to present the Annual Medicines Management 2023-24 Report, the content of which was noted. It was further noted that: • During 2023/24, the Trust spent £219m on medicines, a four per cent increase compared to 2022/23. • Training continued successfully, although operational pressures had led to some challenges in this area. • The pharmacy team’s support to clinical trials had improved. • Improvements were required to the Trust’s estate to make it more suitable for the safe storage of medicines, especially given the increased volume and acuity of mental health in-patients and the resulting challenges in terms of security of patients’ medication. • The aseptic site at Adanac Park was expected to be ready in the coming months • Consideration was being given as to whether to stop prescribing over-thecounter medicines on discharge in order to accelerate the discharge process. 5.15 Annual Ward Staffing Nursing Establishment Review 2024 Gail Byrne was invited to present the Annual Ward Staffing Nursing Establishment Review 2024, the content of which was noted. It was further noted that: • It was a requirement from the National Quality Board that the Establishment Review be discussed by the Board in open session. • Out of the 37 recommendations which were made following the Francis inquiry in 2013, the Trust was compliant with 35. The areas of non-compliance related to the allocation of time for supervision time for statutory and mandatory training and in relation to equality, diversity and inclusion. Progress was being made in these areas, but further action was required to achieve full compliance. • The Trust was compliant with 37 out of 38 of the recommendations included in the NICE guideline on safe staffing for in-patient wards. An action plan was in place to address the single area of non-compliance. Page 7 • The Trust had conducted a robust six-monthly ward staffing review. Areas of challenge related to night shifts and the increasing number of patients with enhanced care needs. 6. STRATEGY and BUSINESS PLANNING 6.1 Board Assurance Framework (BAF) Update Lauren Anderson was invited to present the Board Assurance Framework Update, the content of which was noted. It was further noted that: • Five of the Trust’s risks were rated ‘critical’ and five were outside of appetite. • The rating of risk 5a had been increased from 15 to 20 due to the continuing financial pressures and the erosion of the Trust’s cash balance. • A new scoring matrix was being rolled out for the operational risk register and BAF risks. 7. CORPORATE GOVERNANCE, RISK and INTERNAL CONTROL 7.1 Annual Assurance for the NHS England Core Standards for Emergency Preparedness, Resilience and Response (EPRR) John Mcgonigle was invited to present the Annual Assurance for the NHS England Core Standards for Emergency Preparedness, Resilience and Response, the content of which was noted. It was further noted that: • The Trust had reported full compliance in 60 out of 62 core standards as part of the self-assessment, with an overall assurance rating of ‘substantially compliant’. • The two key areas for improvement were in respect of lockdown procedures and the Trust’s approach to business continuity. • The Trust had also carried out a deep-dive into its cyber security arrangements. 7.2 Register of Seals and Chair’s Actions Report The paper ‘Register of Seals and Chair’s Actions Report’ was presented to the meeting, the content of which was noted. Decision: The Board agreed to ratify the application of the Trust Seal to the documents listed in the ‘Register of Seals and Chair’s Actions Report’. 8. Any other business The Board expressed its thanks to Joe Teape for his time as Chief Operating Officer, noting that this would be his last Board meeting at the Trust. 9. Note the date of the next meeting: 11 March 2025 Page 8 10. Resolution regarding the Press, Public and Others Decision: The Board resolved that, as permitted by the National Health Service Act 2006 (as amended), the Trust’s Constitution and the Standing Orders of the board of directors, that representatives of the press, members of the public and others not invited to attend to the next part of the meeting be excluded due to the confidential nature of the business to be transacted. The meeting was adjourned. Page 9 List of action items Agenda item Assigned to Deadline Status Trust Board – Open Session 25/07/2024 5.4 Briefing from the Chair of the Quality Committee (Oral) 1163. Impact of technology Machell, Craig 01/04/2025 Pending Explanation action item Craig Machell agreed to add an item covering the impact of technology over the next 5-10 years to a future Trust Board Study Session agenda. Update: Item tentatively scheduled for 01/04/2025 Study Session. Trust Board – Open Session 07/01/2025 2 Patient Story 1200. Recommendations Byrne, Gail 11/03/2025 Pending Explanation action item Gail Byrne agreed to consider how the recommendations made in patient stories could be captured and action taken as a result. Trust Board – Open Session 07/01/2025 5.8 ICB Finance Report for Month 8 1201. Transformation programmes Howard, Ian 11/03/2025 Pending Explanation action item Ian Howard agreed to coordinate a report to the Board in respect of the Trust’s contribution to the Hampshire and Isle of Wight Integrated Care System transformation programmes. Page 1 of 2 Agenda item Assigned to Deadline Status Trust Board – Open Session 07/01/2025 5.8 ICB Finance Report for Month 8 1202. ICB Finance Reports Douglas-Todd, Jenni French, David 11/03/2025 Pending Explanation action item The Chair and David French agreed to discuss the requests of the Board in the ICB Finance Reports with the Integrated Care Board’s chair. Trust Board – Open Session 07/01/2025 5.10 Freedom to Speak Up Report 1203. Raising concerns of safety Byrne, Gail 11/03/2025 Pending Explanation action item Gail Byrne agreed to consider how Freedom to Speak Up can be used for its original purpose of raising concerns of safety. Trust Board – Open Session 07/01/2025 5.13 Infection Prevention and Control 2024-25 Quarter 2 Report 1204. Trust Board Study Session Byrne, Gail 03/06/2025 Pending Explanation action item Gail Byrne agreed to include an item on infection prevention control at a future Trust Board Study Session to include details of an Australian study, point of care testing, and progress on the roll out of the Fundamentals of Care programme. Update: Item tentatively scheduled for TBSS on 3 June 2025. Page 2 of 2 Agenda item 5.1 Committee Chair’s Report to the Trust Board of Directors 11 March 2025 Committee: Audit & Risk Committee Meeting Date: 20 January 2025 Key Messages: • • • • • The committee considered the accounting policies and management judgements in respect of the 2024/25 annual accounts, noting that most of these were consistent with previous years. It was further noted that a full re-valuation was due to take place this year in respect of the Trust’s property, plant and equipment, a process which occurs every five years. The impact of IFRS16 was also noted. The committee reviewed the Trust’s compliance with the Code of Governance for NHS Provider Trusts, noting that the Trust was compliant in all areas or had appropriate explanations for areas of non-compliance, of which there were only a few. These had also been areas of non-compliance during 2023/24. The committee received a report on cyber risk, including recent trends and the steps that both the NHS and the Trust were taking to counter the threat posed. The committee received updates in respect of the internal audit programme, including the reports in respect of an audit of the Fit and Proper Persons framework and of Data Quality. An update was provided in respect of the work of the counter-fraud team, including an update on the work being undertaken to manage the risk impersonation fraud by those pretending to be agency/temporary staff. Assurance: (Reports/Papers reviewed by the Committee also appearing on the Board agenda) 6.2 Board Assurance Framework (BAF) Update Assurance Rating: Risk Rating: Substantial N/A • All risks had been reviewed with the relevant executive director(s). • It was suggested that the BAF needed to more adequately reflect the Trust’s estate risk and the target date should be reconsidered. 7.3 Audit and Risk Committee Assurance Rating: Risk Rating: Terms of Reference Substantial N/A • The committee reviewed its Terms of Reference, proposing to only make minor changes. • The committee recommended that the Board approve the revised Terms of Reference. Any Other Matters: • The committee received an update in respect of the tenders for internal and external auditors. Assurance Rating: Substantial There is a robust series of suitably designed internal controls in place upon Assurance which the organisation relies to manage the risk of failure of the continuous and effective achievement of the objectives of the process, which at the time of our review were being consistently applied. Reasonable There is a series of controls in place, however there are potential risks that Assurance may not be sufficient to ensure that the individual objectives of the process are achieved in a continuous and effective manner. Improvements are required to enhance the adequacy and effectiveness of the controls to mitigate these risks. Page 1 of 2 Limited Assurance No Assurance Not Applicable Controls in place are not sufficient to ensure that the organisation can rely upon them to manage the risks to the continuous and effective achievement of the objectives of the process. Significant improvements are required to improve the adequacy and effectiveness of the controls. There is a fundamental breakdown or absence of core internal controls such that the organisation cannot rely upon them to manage the risks to the continuous and effective achievement of the objectives of the process. Immediate action is required to improve the adequacy and effectiveness of controls. Where assurance is not required and/or relevant. Risk Rating: Low Medium High Not Applicable Based on the report considered by the committee, there is little or no concern that the Trust will be unable to meet its stated objectives and/or plans. There is some concern that the Trust might not be able to fully meet its stated objectives and/or plans based on the information contained in the report considered by the committee. There is a significant risk that the Trust will not be able to meet its stated objectives and/or plans based on the information contained in the report considered by the committee. Where risk rating is not relevant. Page 2 of 2 Agenda item 5.2 i) Committee Chair’s Report to the Trust Board of Directors 11 March 2025 Committee: Finance and Investment Committee Meeting Date: 27 January 2025 Key Messages: • • • • • • • • • • The committee reviewed the Finance Report for Month 9. The Trust’s financial position remained challenging with a £4.5m in-month and £22.7m year-to-date deficit recorded against a plan of £3.3m. Furthermore, the Trust’s cash position remained challenging. The underlying position had deteriorated during December 2024 due to lower than expected Elective Recovery income. In addition, there had been up to 500 Emergency Department attendances per day and circa 250 patients having no criteria to reside. The Trust was anticipating a year-end deficit of circa £35m once additional pay pressures had been taken into account. There were concerns that a cap would be applied to Elective Recovery funding based on month 8 figures. A significant proportion of the Trust’s undelivered Cost Improvement Programme related to non-delivery of system-wide transformation programmes. The Trust’s capital programme was £11.6m behind plan with £50.4m due to be spent during the remainder of the financial year. The committee received a report on the management of leases from an accounting perspective, noting that further work on reviewing leases was required. An update was received in respect of the annual planning and budgetsetting process, noting that no national planning guidance had yet been received. It was expected that 2025/26 would be challenging due to an anticipated real terms reduction in funding and possible cap on Elective Recovery funding. The committee received an update in respect of the Trust’s project to optimise operating services as part of the Always Improving programme, noting good progress being made in this area. The committee received an update in respect of Digital, noting the progress being made in respect of system developments and laptop upgrades as well as the latest position regarding the proposed system-wide Electronic Patient Record system and the planned go-live for the new Emergency Department system in April 2025. Assurance: (Reports/Papers reviewed by the Committee also appearing on the Board agenda) 7.4 Finance and Investment Assurance Rating: Risk Rating: Committee Terms of Reference Substantial Low • The committee reviewed its Terms of Reference, proposing to only make minor changes. • The committee recommended that the Board approve the revised Terms of Reference. Any Other N/A Matters: Page 1 of 2 Assurance Rating: Substantial There is a robust series of suitably designed internal controls in place upon Assurance which the organisation relies to manage the risk of failure of the continuous and effective achievement of the objectives of the process, which at the time of our review were being consistently applied. Reasonable There is a series of controls in place, however there are potential risks that Assurance may not be sufficient to ensure that the individual objectives of the process are achieved in a continuous and effective manner. Improvements are required to enhance the adequacy and effectiveness of the controls to mitigate these risks. Limited Assurance Controls in place are not sufficient to ensure that the organisation can rely upon them to manage the risks to the continuous and effective achievement of the objectives of the process. Significant improvements are required to improve the adequacy and effectiveness of the controls. No Assurance There is a fundamental breakdown or absence of core internal controls such that the organisation cannot rely upon them to manage the risks to the continuous and effective achievement of the objectives of the process. Immediate action is required to improve the adequacy and effectiveness of controls. Not Applicable Where assurance is not required and/or relevant. Risk Rating: Low Medium High Not Applicable Based on the report considered by the committee, there is little or no concern that the Trust will be unable to meet its stated objectives and/or plans. There is some concern that the Trust might not be able to fully meet its stated objectives and/or plans based on the information contained in the report considered by the committee. There is a significant risk that the Trust will not be able to meet its stated objectives and/or plans based on the information contained in the report considered by the committee. Where risk rating is not relevant. Page 2 of 2 Agenda item 5.2 ii) Committee Chair’s Report to the Trust Board of Directors 11 March 2025 Committee: Finance and Investment Committee Meeting Date: 24 February 2025 Key Messages: • • • • • • • The committee considered a draft of the Trust’s annual plan submission to the Hampshire and Isle of Wight Integrated Care Board. The draft plan identified significant financial challenges continuing from the underlying financial pressures reported during 2024/25. The committee received an update in respect of the Trust’s inpatient flow programme, noting that whilst a 5% improvement in length of stay had been achieved, much of this had been offset by increased demand. The committee reviewed the Finance Report for Month 10 (see below). The committee received an update in respect of the Trust’s cash position, noting that it appeared likely that additional revenue support would be required in the first quarter of 2025/26. The committee received an update regarding the Trust’s 2024/25 Cost Improvement Programme. The Trust had identified £89.3m of schemes and forecast delivery of £76.3m of improvements. The committee received an update on the Trust’s decarbonisation programme, including on proposals for installing heat pumps, solar panels and renewing/replacing infrastructure. The committee noted an update in respect of UHS Estates Limited, including the risk associated with the management of endoscopy scopes and their replacement. Assurance: (Reports/Papers reviewed by the Committee also appearing on the Board agenda) 5.8 Finance Report for Month 10 Assurance Rating: Risk Rating: Substantial High • The Trust’s underlying monthly deficit was c.£6.5m. There was a year-to-date deficit of £15.2m, £11.8m behind plan. • The Trust had reported a £7.5m surplus during the month due to oneoff items. • The Trust was forecasting an year-end deficit of £17.65m following work to agree a Hampshire and Isle of Wight Integrated Care System ‘landing plan’ for 2024/25. • The Trust’s capital programme was £12m behind plan, with £39.3m due to be spent during the remainder of 2024/25. 6.2 Board Assurance Framework (BAF) Update Assurance Rating: Risk Rating: Substantial N/A • Risks 5a, 5b and 5c have been updated, following discussions with the respective Executive Director(s). • It was proposed to extend the target date for risk 5a, but to include an interim target as at April 2026 between the current position and the ultimate objective of reducing this risk to 9. Any Other N/A Matters: Page 1 of 2 Assurance Rating: Substantial There is a robust series of suitably designed internal controls in place upon Assurance which the organisation relies to manage the risk of failure of the continuous and effective achievement of the objectives of the process, which at the time of our review were being consistently applied. Reasonable There is a series of controls in place, however there are potential risks that Assurance may not be sufficient to ensure that the individual objectives of the process are achieved in a continuous and effective manner. Improvements are required to enhance the adequacy and effectiveness of the controls to mitigate these risks. Limited Assurance Controls in place are not sufficient to ensure that the organisation can rely upon them to manage the risks to the continuous and effective achievement of the objectives of the process. Significant improvements are required to improve the adequacy and effectiveness of the controls. No Assurance There is a fundamental breakdown or absence of core internal controls such that the organisation cannot rely upon them to manage the risks to the continuous and effective achievement of the objectives of the process. Immediate action is required to improve the adequacy and effectiveness of controls. Not Applicable Where assurance is not required and/or relevant. Risk Rating: Low Medium High Not Applicable Based on the report considered by the committee, there is little or no concern that the Trust will be unable to meet its stated objectives and/or plans. There is some concern that the Trust might not be able to fully meet its stated objectives and/or plans based on the information contained in the report considered by the committee. There is a significant risk that the Trust will not be able to meet its stated objectives and/or plans based on the information contained in the report considered by the committee. Where risk rating is not relevant. Page 2 of 2 Agenda item 5.3 i) Committee Chair’s Report to the Trust Board of Directors 11 March 2025 Committee: People & Organisational Development Committee Meeting Date: 24 January 2025 Key Messages: • • • • • • • As forecast, the Trust’s workforce was seven whole-time-equivalents (WTE) above its plan at the end of December 2024. However, the total workforce had decreased by 90 WTE, owing to the impact of Christmas resulting in deferral of start dates until January 2025. It was forecast that the Trust would be 146 WTE above plan at the end of 2024/25, noting that the Trust had assumed a reduction of 220 WTE due to the impact of system-wide transformation programmes including Non-Criteria to Reside and mental health. The Trust was experiencing particularly high sickness levels due to the impact of seasonal illnesses. The committee received a presentation on the Trust’s internal leadership development programmes, including those relating to senior, operational, and emerging leaders as well as programmes targeted at under-represented groups. The committee received an update on staff health and wellbeing, noting that uptake for influenza and Covid-19 vaccinations was low at 50% and 30% respectively. The committee was updated on the status of the disputes with UNITE for Portering and with UNISON regarding Band 2 and Band 3 pay. The committee noted that the formal consultation in respect of transfer of staff to UHS Estates Limited had commenced. Assurance: (Reports/Papers reviewed by the Committee also appearing on the Board agenda) Not applicable. Any Other Matters: The committee noted that an action plan had been agreed with the porters and that the team had moved from Estates, Facilities and Capital Development to the Site team. Assurance Rating: Substantial There is a robust series of suitably designed internal controls in place upon Assurance which the organisation relies to manage the risk of failure of the continuous and effective achievement of the objectives of the process, which at the time of our review were being consistently applied. Reasonable There is a series of controls in place, however there are potential risks that Assurance may not be sufficient to ensure that the individual objectives of the process are achieved in a continuous and effective manner. Improvements are required to enhance the adequacy and effectiveness of the controls to mitigate these risks. Limited Assurance Controls in place are not sufficient to ensure that the organisation can rely upon them to manage the risks to the continuous and effective achievement of the objectives of the process. Significant improvements are required to improve the adequacy and effectiveness of the controls. Page 1 of 2 No Assurance Not Applicable Risk Rating: Low Medium High Not Applicable There is a fundamental breakdown or absence of core internal controls such that the organisation cannot rely upon them to manage the risks to the continuous and effective achievement of the objectives of the process. Immediate action is required to improve the adequacy and effectiveness of controls. Where assurance is not required and/or relevant. Based on the report considered by the committee, there is little or no concern that the Trust will be unable to meet its stated objectives and/or plans. There is some concern that the Trust might not be able to fully meet its stated objectives and/or plans based on the information contained in the report considered by the committee. There is a significant risk that the Trust will not be able to meet its stated objectives and/or plans based on the information contained in the report considered by the committee. Where risk rating is not relevant. Page 2 of 2 Agenda item 5.3 ii) Committee Chair’s Report to the Trust Board of Directors 11 March 2025 Committee: People & Organisational Development Committee Meeting Date: 24 February 2025 Key Messages: • • • • The committee reviewed the People Report for Month 10 (see below). It was noted that January 2025 had been challenging, especially in terms of managing high levels of staff sickness due to seasonal illnesses as well as the impact of increased demand on the Trust’s services. Furthermore, the increasing number of patients requiring enhanced care placed further pressure on the Trust’s workforce numbers. It was expected that difficult decisions would be required to meet the financial and workforce expectations for 2025/26. As part of this, it would be necessary to ensure that quality indicators were monitored. In addition, the Trust will need to be focused on ensuring that staff still feel valued and supported to deliver the first class care they aspire to. This would
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