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BRC Research-imaging-proposal-form_v2 2025 FINAL

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BRC Research Imaging Proposal form The BRC Research Imaging Proposal form should be completed by the chief/principal in
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/Media/Southampton-Clinical-Research/Downloads/BRC-Research-imaging-proposal-form-v2-2025-FINAL.docx

BRC Research-imaging-proposal-form_v1 FINAL 10.12.2024

Description
BRC Research Imaging Proposal form The BRC Research Imaging Proposal form should be completed by the chief/principal in
Url
/Media/Southampton-Clinical-Research/Grants/Download/BRC-Research-imaging-proposal-form-v1-FINAL-10.12.2024.docx

BRC Research-imaging-proposal-form_v1 FINAL 10.12.2024

Description
BRC Research Imaging Proposal form The BRC Research Imaging Proposal form should be completed by the chief/principal investigator of any new research study requiring access to imaging resources at University Hospital Southampton. The BRC Imaging Research Panel (BRC IRP) will use this information to determine the availability of resource and provide advice on costings for imaging research. Ideally, this form should be completed before a submission for this pilot scheme is made, to enable accurate costings for the MR imaging to be estimated. For the BRC MRI pump-priming research project award, this form will provide imaging specific background information, to help assess the feasibility of the project, alongside the full award application form. Please complete both Part 1 and Part 2 (detailed application). If detailed information is not known then please complete as much as possible (especially for Part 2), submit the form and we will be in contact to assist with this. Part 1 – Expression of interest Study title: Short title: Research question / summary of imaging requirements: Investigator: Email: Are you acting in your capacity as a UHS or UoS principal investigator? Select one only. UHS (Trust) UoS (University) Principal grant admin (n/a for BRC pump priming scheme) UHS (Trust) UoS (University) Other Part 2 – Detailed application Proposed start date: Proposed end date: Number of subjects: Statistical advice sought? Please circle Yes / No Type of study: Part of a multi-centre trial? Please circle Yes / No Approvals required? Please state Imaging required Imaging protocol (state if new or existing and who this has been discussed with) Frequency/timing/routine? Hardware/software/data storage/archiving and image processing and image analysis requirements? 1. 2. 3. 4. New imaging protocols (including MRI sequences) should be discussed with the MRI Research Radiographer, MRI Physics and relevant Consultant Radiologist (if required). Existing imaging protocols should be confirmed with the MRI Research Radiographer and relevant MRI Superintendent Radiographer (including protocol name and version date). Please indicate if each imaging event is routine (i.e. part of clinical care), additional as part of this proposal, and whether this will continue once the trial has ended. Hardware/software/data storage and post-processing requirements, including image archiving, should be discussed with radiology/medical physics/UoS. Please sign electronically to indicate that you have read and agree with the attached Joint UHS and UoS Policy for imaging research in Southampton and BRC award terms and conditions Name: Signature: Date: Please submit to the RIMG (on behalf of the BRC) by emailing: Angela.Darekar@uhs.nhs.uk Joint UHS and UoS policy for imaging research in Southampton – BRC/MRI specific Version 2, December 2019, Research Imaging Management Group This Joint Policy applies to any academic activity, hereby referred to as “Project”, which involves imaging or imaging results at UHS, whether it is research, case report, case series, audit, service evaluation or other description not specifically mentioned here. Planning and costing research 1. For research only: please inform RIMG (by emailing Angela.Darekar@uhs.nhs.uk) of the research at least one month prior to grant/award application form submission by completing the attached form 2. Please discuss protocols with the appropriate radiographer/radiologist/medical physicist assigned to the project by the Radiology Research Coordinator. This will ensure that accurate costings (or equivalent hours of scanning time) can be provided. 3. When costing grant applications, the Radiology Research team will advise on costing attribution across institutions. Ethical approval 1. The appropriate Health Research Authority and institutional (UHS or UoS) approvals need to be in place before the Project starts. Bookings 1. Please provide as much notice as possible for research bookings (at least 48 hours), and appreciate that they cannot always be accommodated at short notice. If particular procedures/personnel are required for bookings, these should be discussed with the Radiology Research team before RIMG approval is granted. 2. Liaise with the research radiographers for bookings, copying in RadiologyResearch@uhs.nhs.uk and provide: Name, DoB, Address, GP details, hospital ID (if available) and patient’s study ID. 3. Please use either the radiology research referral form or electronic requesting. Please clearly indicate the project title in the request and indicate that this is a research scan. Overlap between research and clinical imaging 1. If requesting clinical imaging that will later be used for research purposes, please clarify this to the reporting radiologist on the request form. Appropriate funding and ethical approvals must be in place. Publication 1. If manuscripts arise from Projects which make use of imaging data reported by UHS radiologists or involving UHS medical physicists, co-authorship or acknowledgement of these individuals should be discussed with them at the point of manuscript preparation. 2. Please include both UHS and UoS as affiliations, unless none of the authors have a honorary or substantive connection with UoS, and no use was made of any UoS facility. Please abide by the “Joint Partnership Policy and Guidance on Pre-clinical and Clinical Research Publications” v2.6, jointly approved by UHS and UoS. 3. Acknowledge resources (staff, space or equipment) of a particular imaging unit or department if these have been used. 4. Please remember to acknowledge any sponsorship you have received. 5. Please acknowledge BRC support using wording in section 4.5 below 6. For grants, please include the grant number and source. 7. Please inform RIMG of publications arising from imaging performed at UHS. Incidental findings 1. It is the recommendation of the RIMG that the Research Ethics Committee approved protocol defines precise instructions on how to consent for and manage incidental findings. These should specify a named clinician who will be responsible for managing incidental findings (reported by the radiologist(s) associated with the study) including informing the subject, arranging follow up tests and liaising with the GP as necessary. In the absence of clarity in the study protocol of any aspect relating to incidental findings, the Royal College of Radiologists’ guidance (https://www.rcr.ac.uk/publication/management-incidental-findings-detected-during-research-imaging), will need to be adhered to. Data management 1. Please ensure that data uploads/transfers and archiving processes have been discussed with the relevant people within PACS/Radiology Research/Medical Physics (as appropriate) and have been funded accordingly (to be confirmed for the BRC MRI pump-priming scheme). 2. Please ensure that all data management is in compliance with the General Data Protection Regulation or its UK equivalent. The award will only be made available if you meet the following conditions: BRC award terms and conditions 1. The award is subject to the terms and conditions of the BRC4 Research Contract signed by the Department for Health and Social Care and University Hospital Southampton NHS Foundation Trust on 8th November 2022. Specific applicable BRC terms are set out in Schedule 1 attached to this award letter. 2. The BRC funding is subject to the terms and conditions detailed in the BRC Collaboration Agreement signed by University Hospital Southampton NHS Foundation Trust and the University of Southampton, dated 15th September 2023. 3. Any additional grant funding secured by the postholder as a result of the BRC funding will be considered as grant income to the BRC. As the successful applicant awarded funding you will be required to: * Provide the BRC Manager with progress reports as requested by them, including a report at least 1 month prior to award end, plus information required to meet reporting requirements for NIHR, such as dates of submission of external applications * Contribute to the relevant School/Faculty conference and seminar programmes and BRC and NIHR-related training and development events in accordance with NIHR guidance. * Include an acknowledgement of NIHR Southampton BRC support on all publications, posters and other outputs resulting from this award. Schedule 1 – Specific Applicable NIHR Southampton Biomedical Research Centre Terms 1 Definitions: 1.1 "Award” means the funding applied for in this application. 1.2 BRC Manager means the member of staff at UHS employed to have overall management responsibility for the BRC. 1.3 “BRC Research Contract” means the Biomedical Research Centre grant contract signed by University Hospital Southampton NHS Foundation Trust and the Department for Health and Social Care and which is incorporate by reference, to the Award Letter. 1.4 “Background IP” means any Intellectual Property in existence at the commencement of the Reseacrh or created, devised or generated other than in the performance of the Research and which is actually used in the performance of the Research. 1.5 “Confidential Information” means all information of a commercially sensitive nature including (but not limited to) specifications, drawings, circuit diagrams, tapes, discs and other computable readable media, documents, techniques and know-how which are disclosed by one Party to the other for use in or in connection with the BRC or any Research. 1.6 “Foreground IP” means any Intellectual Property (and/or property right in Samples) that is created, generated or developed (whether in whole or in part) during the course of and for the purpose of any part of the Research. 1.7 “Parties” means Awardee and University Hospital Southampton NHS Foundation Trust. 1.8 “Research” means the project undertaken supported by the Award. 1.9 “Research Data” means information or data that is collected, collated or generated in the performance of the Research and includes (but is not limited to) information or data that is presented or stored in searchable form. For the avoidance of doubt, Research Data: a) does not include, without limitation, information or data that has been analysed as part of the Research; b) does include, but is not limited to, images. 1.10 “Samples” means material (including but not limited to biological material, organisms and chemical compounds), specimens or extracts collected, obtained or generated (whether in whole or in part) during the course of and for the purpose of any part of the Research. 1.11 “UHS” means University Hospital Southampton NHS Foundation Trust. 2 Intellectual Property 2.1 Awardee shall promptly report all Foreground IP to UHS. 2.2 Each Party shall own the Research Data and Foreground IP generated by it under the BRC or Project and the terms of clauses 11, 16 and 17 of BRC Research Contract shall apply to the use, management and exploitation of Research Data and Foreground IP. 2.3 Nothing contained in the Award Letter related to this funding shall affect the absolute and unfettered rights of each Party in all inventions, discoveries and intellectual property contained in its Background IP. 2.4 Subject to the BRC Research Contract, each Awardee shall undertake and continue at its expense the timely prosecution and maintenance of all Foreground IP which is solely owned by Awardee. In the event that the Awardee is unable or unwilling to comply with its obligation under this Clause 2.4, UHS and Funder shall consider how best to deal with such Foreground IP and shall have the option to require an assignment of such Foreground IP to the other Party to enable prosecution and maintenance of such Foreground IP by that other Party at its own cost. In the event that any Party wishes to exploit commercially any Foreground IP assigned pursuant to this Clause 2.4 that Party shall pay to the assigning Party a royalty and/or other appropriate form of remuneration which is fair and reasonable taking into consideration the factors set out under Clause 3.3. 2.5 In the event that any of the Parties are jointly responsible for generating Research Data and/or Foreground IP such Research Data and/or Foreground IP shall be jointly owned by the Parties. Ownership in Foreground IP shall be in accordance with the inventive contribution made by each Party to the generation of such Foreground IP and ownership in Research Data shall be in accordance with the relative contributions of each Party to the generation of the Research Data. 2.6 Joint owners of Foreground IP shall agree between them on who shall be responsible for the timely prosecution and maintenance of all such Foreground IP and the Party that is nominated to be so responsible shall be entitled to charge the other joint owners with a percentage of the costs of so doing as agreed between the joint owners. In the absence of any agreement to the contrary between joint owners the costs shall be equally shared. 3 Exploitation of Intellectual Property 3.1 Each Party grants to the other Party a non-exclusive, royalty-free licence (without the right to sublicence) to: 3.1.1 use its Research Data and Foreground IP for their own non-commercial research and development purposes but not for the purposes of commercial exploitation; and 3.1.2 in the case of UHS to use University of Southampton Research Data and Foreground IP in clinical activities within UHS; 3.1.3 subject to any existing third party obligations, use its Background IP for the purpose of undertaking the BRC and to enable the use of the Foreground IP pursuant to Clause 3.1.1 and 3.1.2 but not for the purposes of commercial exploitation. 3.2 The Parties will review and consider the optimum use of all Research Data and Foreground IP and agree which is the most suitable to effectively exploit or disseminate any Research Data and Foreground IP, subject to approval of the Funder. 3.3 In the event that any Party wishes to exploit commercially Foreground IP owned by the other Party, the owner of the Foreground IP shall grant to such Party a non-exclusive licence to use such Foreground IP for that purpose, subject to the agreement of appropriate terms in relation thereto, including a royalty and/or other appropriate form of remuneration which is fair and reasonable taking into consideration the respective financial and technical contributions of the Parties concerned to the development of the Foreground IP, the expenses incurred in securing intellectual property protection thereof and the costs of its commercial exploitation and any use of Background IP. 3.4 Should any of the Parties wish to exploit its own Foreground IP with a third party during the duration of the BRC, that Party must notify the other Party before approaching said third party, always provided that the disclosure of information required for such exploitation is subject to the obligations of confidentiality at least equivalent to those under Clause 11. Further any necessary notification to NIHR shall be made and their respective approval should be obtained or commercialisation agreement in place, if required, prior to exploitation. 3.5 In recognition of the Parties joint involvement with the BRC and the contribution to development of the Foreground IP a Party exploiting its own Foreground IP will provide a fair revenue share to the other Party. In the event any revenues are due to the Funder revenues shall first be distributed to the Funder prior to sharing between the Parties. 3.6 Subject to Clause 3.4 each Party agrees (where it is free and reasonably able to do so) to license on fair and reasonable terms its Foreground IP and Background IP that may be required to enable any other Party to exploit its own Foreground IP or Background IP, always subject to the obligations of confidentiality under Clause 5. 3.7 With regard to joint inventions, the Parties owning such inventions agree to co-operate fully in the protection of such joint inventions and each Party shall be entitled to make use of such joint inventions subject only to negotiating a licence in good faith from the other Party for its interest in such joint inventions on similar terms to those set out in clause 3.3. 3.8 The University shall grant to the Funder a non-exclusive, irrevocable, royalty-free, worldwide licence together with the right to grant sub-licences to health service bodies or others directly engaged in providing health care, permitting the Funder to use and publish 3.9 any information relating to the Research which is not Confidential Information of the University 3.9.1 any Foreground IP; 3.9.2 Research Data; 3.9.3 Reports; 3.9.4 arising know how; and, 3.9.5 conclusions arising from the Research 3.10 and in each case, the University acknowledges the Funder intends to exercise this right only where the Funder’s reasonable opinion the University is not appropriately managing, disseminating or using such items and in each case Funder is permitted to use or make available such items as it sees fit in support of: (i) the development, promotion or provision of health care that is not a commercial use; and/or (ii) for any other purpose that is not a commercial use. 4 Publication 4.1 Subject to the provisions of Clauses 2, 3 and 5 neither Party shall disclose or publish information or Foreground IP for the duration of the BRC and for 3 (three) years thereafter without the consent of the other Party , such consent, not to be unreasonably withheld or delayed. Further the Parties must seek to obtain all necessary consents from NIHR and any Collaborating Parties prior to publication. The obligation to seek consent of NIHR or continues after the end of the Research. 4.2 Subject to 4.1, the Parties shall be permitted to publish the Research Data of the BRC which they have undertaken in accordance with normal academic practice, subject always to the provisions of Clauses 8 and 5, and providing such disclosure does not jeopardise any application for Foreground IP protection by any Party. Request for such consent must be submitted together with the material proposed for publication to the BRC Manager. If any Party can reasonably demonstrate that such a disclosure contains material that would prejudice the value of any Background IP and/or Foreground IP, that Party shall inform the BRC Manager in writing within 28 days of that Party receiving a copy of the proposed publication and in that event the disclosure shall be amended so as to meet the objections of that Party or delayed to address their concerns. 4.3 Subject to the provisions of Clause 3 where in the opinion of UHS a proposed publication contains patentable or commercially sensitive subject matter which needs protection then the Party proposing to publish may be requested to refrain from doing so for a maximum of six 6 months in order to allow for application for patent protection in the name and at the cost of the relevant owner of the Foreground IP. The provisions of Clause 2 and 3 shall apply in respect of any licence to such Foreground IP. 4.4 Nothing contained in the Award Letter related to this funding shall prevent the submission of a thesis to examiners in accordance with the normal regulations of the Parties subject where appropriate to such examiners being bound by conditions of confidentiality in no less terms than those outlined in Clause 5 nor to the placing of such thesis in the library of the appropriate Research Party provided that access to such thesis shall only be available on conditions of confidentiality no less onerous than those contained in Clause 5 hereof. 4.5 The University shall ensure that all project investigators acknowledge in all theses, papers and other publications (including from non-BRC projects) that they receive support from the NIHR Southampton BRC, in accordance with BRC Research Contract. The form of words is: “[investigator initials] is supported by the National Institute for Health and Care Research through the NIHR Southampton Biomedical Research Centre”. 4.6 The Parties acknowledge that NIHR is entitled to publish the whole or any part of the Report. If the Parties wishes NIHR to delay such publication, it must submit a request in writing to the NIHR giving reasons for the requested delay which shall be considered in accordance with the NIHR’s Information for Authors’ Dual Publication Guidance and Embargo Policy as defined in the NIHR Contract and amended from time-to-time. 4.7 Neither Party shall use the other's name, crest, logo or registered image for any purpose without the express permission of the other Party. The Parties will agree treatment for referencing each others involvement in the BRC and joint branding for their activities subject to compliance with Clause 4.8 and the BRC Research Contract. 4.8 Neither Party shall issue any press release, public statement, or other media announcement related to the BRC or any Research Data or Foreground IP without the prior consent of the other Party and Funder, as applicable. 4.9 The Parties (in the case of the University via UHS must notify the Funder of any intention to issue a press release at least three (3) business days prior to any press release issued by it or on its behalf, directly related to the Research or Foreground IP, arising now how or Research Data or of matters arising from such Research. Awardee shall send one draft copy of the proposed press release to UHS at least five (5) business days before the date intended for release. For the avoidance of doubt this obligation shall continue in full force and effect following expiry of the Award letter 4.10 The Parties shall comply with guidance and advice from Funder on branding and publicity which may be issued from time to time including, but not limited to Funder’s guidance on the format for websites, press releases and use of social media, permitted use of the NIHR, BRC, NHS and Department of Health and Social Care brands, names and logos and ensuring all branding references to the BRC are prefixed with the term “NIHR”. 5 Confidentiality 5.1 The Parties hereto agree to use all reasonable endeavours to ensure that any Confidential Information disclosed or submitted in writing or any other tangible form to one Party (“Receiving Party”) by the other (“Disclosing Party”) shall be treated with the same care and discretion to avoid disclosure as the Receiving Party uses with its own similar information which it does not wish to disclose. Any information disclosed orally that is identified by the Disclosing Party as Confidential Information shall be treated the same as if it had been reduced to writing at the time of disclosure to the Receiving Party. 5.2 The Receiving Party shall not, during a period of seven (7) years after the termination of this Award Letter, use any such Confidential Information for any purpose other than the carrying out of its obligations under this Award funding or other than in accordance with the terms of this Award funding. 5.3 The undertaking in Clause 5.1 above shall not apply to Confidential Information: 5.3.1 which, at the time of disclosure, has already been published or is otherwise in the public domain other than through breach of the terms of this Award funding; 5.3.2 which, after disclosure to the Parties, is subsequently published or comes into the public domain by means other than an action or omission on the part of any of the Parties; 5.3.3 which a Party can demonstrate was known to him or subsequently independently developed by them; 5.3.4 lawfully acquired from third parties who had a right to disclose it with no obligations of confidentiality to any of the Parties; or 5.3.5 is required to be disclosed by applicable law or court order or by any Party's regulatory body, which is empowered by Statute or Statutory Instrument, but only to the extent of such disclosure and the Receiving Party shall notify the Disclosing Party promptly of any such request. 5.4 Staff and students and any agents, consultants or sub-contractors engaged to work on the BRC will be subject to the principles of confidentiality outlined in this Clause 5. 6 Term and Termination 6.1 The terms of this award shall come into force on the date when the Acceptance Statement is signed by the Awardee and remain in full force and effect until 31st March 2028 unless terminated earlier in accordance with the provisions of this Clause 6. 6.2 In the event that any Party shall commit any breach of or default in any terms or conditions of this Award funding, the other Party may serve written notice of such breach or default on the defaulting Party and in the event that such Party fails to remedy such default or breach within sixty (60) days after receipt of such written notice the other Party may, at their option and in addition to any other remedies which they may have at law or equity, terminate this Award funding by sending notice of termination in writing to the other Party. 6.3 If any Party (a) materially breaches any provisions of this Award funding ; or (b) passes a resolution for its winding-up; or if (c) a court of competent jurisdiction makes an order for that Party’s winding-up or dissolution; or makes an administration order in relation to that Party; or if any Party (e) appoints a receiver over, or an encumbrancer takes possession of or sells an asset of, that Party; or (f) makes an arrangement or composition with its creditors generally; or (g) makes an application to a court of competent jurisdiction for protection from its creditors generally; the other Party may terminate their involvement in the BRC. 6.4 In the event the BRC Research Contract terminates UHS may terminate this Award funding with immediate effect. 7 General 7.1 Each Party shall indemnify each of the other Parties, within the limits set out in this Clause 6, in respect of liability resulting from acts or omissions of itself, its employees or its students provided always that such indemnity shall not extend to claims for indirect or consequential loss or damages such as, but not limited to, loss of profit, revenue, contracts or the like. 7.2 Any amendments to this Award funding shall be valid only if made in writing and signed by authorised signatories of the Parties. 7.3 If any part or any provision of this Award funding shall to any extent prove invalid or unenforceable in law the remainder of such provision and all other provisions of this Award funding shall remain valid and enforceable to the fullest extent permissible by law, and such provision shall be deemed to be omitted from this Award funding to the extent of such invalidity or unenforceability. The remainder of this Award funding shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid, legal and enforceable provision which has an effect as close as possible to the provision or terms being replaced. 7.4 No failure to exercise or delay in the exercise of any right or remedy which any Party may have under this Award funding or in connection with this Award funding shall operate as a waiver thereof, and nor shall any single or partial exercise of any such right or remedy prevent any further or other exercise thereof or of any other such right or remedy. 7.5 This Award funding including its Schedule supersedes all other agreements and understandings, whether written or oral, between the Parties about the BRC constitutes the entire agreement between the Parties regarding the BRC. 7.6 Except as otherwise expressly provided for herein, the Parties confirm that nothing in this Award funding shall confer or purport to confer on any third party any benefit or any right to enforce any term of this Award funding for the purposes of Contracts (Rights of Third Parties) Act 1999. 7.7 This Award funding shall be governed by and construed in accordance with English Law and each Party agrees to submit to the exclusive jurisdiction of the English Courts as regards any claim or matter arising under this Award funding. 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University Hospital Southampton NHS Foundation Trust Constitution

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Read our constitution here.
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Papers Council of Governors 20 July 2022

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Agenda attachments 1 CoG Agenda - 20.07.2022.docx Date Time Location Chair Agenda Council of Governors 20/07/2022 14
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Papers CoG 16.07.2025

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Date Time Location Chair Agenda Council of Governors 16/07/2025 14:00 - 15:30 Conference Room, Heartbeat/Micros
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Papers Council of Governors - 27 April 2022

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Date Time Location Chair Agenda Council of Governors 27/04/2022 14:00 - 16:00 Microsoft Teams Jane Bailey 1 Chair
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Papers CoG 29.04.2025 v2

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Date Time Location Chair Agenda Council of Governors 29/04/2025 14:00 - 15:45 Conference Room, Heartbeat/Microsoft Teams Jenni
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Separating conjoined twins

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Nearly twenty years ago, a court was faced with an agonising decision: whether the proposed separation of conjoined twins was lawful.
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Papers CoG - 29.01.2025

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Date Time Location Chair Agenda Council of Governors 29/01/2025 14:00 - 15:30 Conference Room, Heartbeat/Microsoft Teams Jenni Douglas-Todd 1 Chair’s Welcome and Opening Comments 14:00 2 Declarations of Interest 14:03 3 Minutes of Previous Meeting 14:04 Approve the minutes of the previous meeting held on 23 October 2024 4 Matters Arising/Summary of Agreed Actions 14:05 There are no outstanding actions 5 Strategy, Quality and Performance 5.1 Chief Executive Officer's Performance Report 14:06 Receive and note the report Sponsor: David French, Chief Executive Officer 6 Governance 6.1 Chair and Non-Executive Director Appraisal Process 14:26 Approve the Chair and Non-Executive Director Appraisal Process Sponsor: Jenni Douglas-Todd, Trust Chair Attendee: Steve Harris, Chief People Officer 6.2 Audit and Risk Committee Terms of Reference 14:41 Provide feedback on the proposed changes before presentation to the Board of Directors Sponsor: Keith Evans, Audit and Risk Committee Chair Attendee: Craig Machell, Associate Director of Corporate Affairs and Company Secretary 6.3 Governors' Nomination Committee Terms of Reference 14:46 Approve the proposed changes to the Governors' Nomination Committee Terms of Reference Sponsor: Jenni Douglas-Todd, Trust Chair Attendee: Craig Machell, Associate Director of Corporate Affairs and Company Secretary and Karen Russell, Council of Governors' Business Manager 6.4 Annual Business Plan 14:49 Approve the Annual Business Plan for 2025/26 Sponsor: Jenni Douglas-Todd, Trust Chair Attendee: Karen Russell, Council of Governors' Business Manager 6.5 Non-Executive Director Appointment 14:52 Note the commencement of appointment of David Liverseidge Sponsor: Jenni Douglas-Todd, Trust Chair Attendee: Craig Machell, Associate Director of Corporate Affairs and Company Secretary and Karen Russell, Council of Governors' Business Manager 6.6 Governor Attendance at Council of Governors’ Meetings 14:57 Review governor attendance at Council of Governors' meetings Sponsor: Jenni Douglas-Todd, Trust Chair Attendee: Karen Russell, Council of Governors' Business Manager 6.7 Break 15:00 7 Membership Engagement and Governor Activity 7.1 Membership Engagement 15:10 Receive the report Sponsor: Jenni Douglas-Todd, Trust Chair Attendee: Sam Dolton, Events and Membership Officer 7.2 Governors' Nomination Committee Feedback 15:20 Chair: Jenni Douglas-Todd, Trust Chair 8 Review of Meeting 15:25 Review and feedback on the content of this meeting Sponsor: Jenni Douglas-Todd, Trust Chair 9 Any Other Business 15:27 Raise any relevant or urgent matters that are not on the agenda 10 Date of Next Meeting: 29 April 2025 15:29 Note the date of the next meeting Page 2 Minutes - Council of Governors (CoG) Open Session Date Time Location Chair Present 23 October 2024 14.35-15.45 Conference Room, Heartbeat Education Centre and Microsoft Teams Jenni Douglas-Todd, Trust Chair Jenni Douglas-Todd, Trust Chair JDT Shirley Anderson, Elected, New Forest, Eastleigh and Test Valley SA Katherine Barbour, Elected, Southampton City KB Lesley Gilder, Elected, Southampton City LG Sathish Harinarayanan, Elected, Medical Practitioners and Dental SH Staff Councillor Pam Kenny, Appointed, Southampton City Council PK Jenny Lawrie, Elected, Southampton City JL Brian Lovell, Elected, Rest of England and Wales BL Esther O’Sullivan, Elected, New Forest, Eastleigh and Test Valley EO Councillor Louise Parker-Jones, Appointed, Hampshire County LPJ Council Karen Smith, Elected, Health Professional and Health Scientist KS Staff Jake Smokcum, Elected, Nursing and Midwifery Staff JS Professor Emma Wadsworth, Appointed, Solent University EW Mike Williams, Elected, New Forest, Eastleigh and Test Valley MW In attendance Tracey Burt, Minutes TB Sam Dolton, Events and Membership Officer SD David French, Chief Executive Officer (for item 5.1) DF Craig Machell, Associate Director of Corporate Affairs and CM Company Secretary Farhanah Miah, Associate Governor FM Neylia Mustafapour, Associate Governor NM Karen Russell, Council of Governors’ Business Manager KR Apologies Patricia Crates, Elected, New Forest, Eastleigh and Test Valley PC Helen Eggleton, Hampshire and Isle of Wight Integrated Care HE Board (ICB) Professor Mandy Fader, Appointed, University of Southampton MF Ben Grassby, Elected, New Forest, Eastleigh and Test Valley BG Linda Hebdige, Elected, Southampton City LH 1 Chair’s Welcome and Opening Comments The Chair welcomed everyone to the meeting. In particular, the new governors and young Associate Governors. 1 2 Declarations of Interest There were no new declarations of interest relating to matters on the agenda. 3 Minutes of Previous Meeting The minutes of the meeting held on 24 July 2024 were approved as an accurate record of the meeting. 4 Matters Arising/Summary of Agreed Actions All actions had been completed. 5 Strategy, Quality and Performance 5.1 Chief Executive Officer’s Performance Report JDT welcomed DF, Chief Executive, to the meeting. For the benefit of the new governors, he advised that he had joined the Trust in 2016 as its Chief Financial Officer and had then become CEO four years ago. He highlighted the following: • new theatres had recently been opened on F Level which would allow for greater activity. • the waiting list was now stable at around 60,000 having previously been increasing at approximately 1,000 patients per month. He acknowledged the significant effort of staff in reducing the figure. • the Trust had delivered elective activity at 126% of pre-pandemic levels (2019/20), which placed it in the top quartile of peer teaching hospitals across the country. • over the last year, the volume of first time Outpatient appointments had increased by 9%, whilst follow up appointments had reduced by 9%. The challenge was to ensure that every follow up appointment added value. • in September 2024, the hospital’s ED performance had ranked 4th when compared to 20 peer teaching hospitals across the UK. • UHS had been asked to send its financial recovery plan to NHS England (NHSE). • the hospital was constantly looking for ways to stretch itself to do even better (e.g. theatre utilisation, Outpatients and length of stay) but that was a particular challenge, when UHS was already in the top quartile of peer teaching hospitals in the UK. • UHS was working with its local system partners to reduce the number of mental health patients admitted to the hospital, when they should be seen in more appropriate settings. • each day there were around 200/250 frail, elderly patients at UHS who did not meet the criteria to reside (nCTR). On a more positive note, DF advised that: • the new system to log and communicate pathology results (LIMS) had gone live in July 2024. The previous system had been approximately 25 years old and whilst there had been some initial issues externally, the new system was now more stable. • an event ‘We are UHS’ had taken place last week in the Trust. It had provided an opportunity for staff to recognise and celebrate the work done in the hospital. The highlight had been a UHS Staff Awards night at the Hilton Hotel in West End, sponsored by Southampton Hospital Charity and hosted by DF and Gail Byrne, Chief Nursing Officer. Around 400 staff had attended the event. In response to various questions from governors, DF advised that: 2 • the Trust did not always receive extra funding for doing additional activity. The government’s view was that the NHS was still not as productive as it had been prior to the pandemic and that it should be doing more, with fewer resources. DF did not consider that staff should be asked to work any harder and instead, ways needed to be found to ensure that processes were less labour intensive. • the number of Southampton City Council (SCC) and Hampshire County Council (HCC) residents, in the hospital, who did nCTR was very similar. Both councils had been subject to significant cuts in funding and were unable to fund sufficient care home places/domiciliary packages, which would enable those patients to leave the hospital. • the investigation regarding the Never Event that had occurred in September was still underway. KS said that she had been encouraged to hear DF talk about the LIMS project and the incredible work done by the Pathology Team, which she would feedback to the wider pathology community. DF advised that the Trust had commissioned an external review, which would be shared internally and externally. It was hoped that the review would help other hospitals who would, in the future, implement LIMS. 6 Governance 6.1 Governor Attendance at Council of Governors’ Meetings KR advised that under the Trust’s constitution, if a governor failed to attend two successive meetings of the CoG, without good reason, their tenure of office would be terminated. At the time of review, one governor had missed two successive meetings but this had been discussed and was with good cause. Decision: The CoG confirmed that it was satisfied that the failure of the governor to attend two successive meetings of the CoG had been due to reasonable cause and that they would attend future meetings within a reasonable period. No termination of office was therefore required. 6.2 Appointment to the Governors’ Nomination Committee KR advised that a vacancy had arisen on the Governors’ Nomination Committee (GNC) when Kelly Lloyd had left the Trust on 30 June 2024. Governors had been asked to express an interest in joining the GNC, which JL had done. The CoG had decided by unanimous vote to approve her appointment to the GNC. 6.3 Meeting with the Hampshire and IoW ICB - Chair Appointments JDT advised governors that Hampshire and IoW Integrated Care Board (ICB) would be meeting with them on 31 October 2024 at 4 p.m. The intention of the meeting was for the ICB to set out its aspirations for the future of healthcare within Hampshire and the IoW. The ICB had already begun talks with UHS about it working more closely with Hampshire Hospitals NHS Foundation Trust and they also planned for Portsmouth and Isle of Wight hospitals to work together more closely. KR advised that she would circulate the finalised agenda to governors in due course. 3 6.4 Strategy Session Planning KR advised that there would be a Strategy Session for the CoG on Wednesday 11 December 2024 in the Conference Room, Heartbeat Suite. She asked governors to suggest topics for the session and the following were mentioned: • Prof. Chris Kipps, Clinical Director of Research and Development, the Wessex secure data environment and public engagement. • the management of infection prevention within the hospital (e.g. C. difficile) and keeping staff and patients safe. It was suggested that Julie Brooks, Head of Infection Prevention, was invited to the session. • making boards of governors more effective/looking at case studies. SA and JL mentioned an excellent presentation they had heard by NHS Providers. KR said that Martin De Sousa, Director of Strategy and Partnerships, was already booked to attend the session. KR advised that she would circulate further details regarding the Strategy Session in due course. 7 Membership Engagement and Governor Activity 7.1 Membership Engagement SD introduced the Membership Engagement report. He advised that the Communications Team had been involved in organising the recent UHS Staff Awards night and he said that there had been good engagement on social channels and from the Daily Echo. The event would also be featured in the quarterly Connect digital magazine to be published in November. The team was now focussed on the Annual Members’ Meeting and Open Evening to be held on 21 November 2024 in the Heartbeat Lecture Theatre and Conference Room. Around 50 members had already signed up to attend and he was hoping that would rise to 80. He encouraged governors (6 had already signed up) to attend, as it would provide them with a good opportunity to engage with the membership. He advised that in December the virtual event research series would continue with an event on healthy ageing. The following comments were made: • JDT said that the data on emails sent out and the number of bounces was interesting. It suggested that there was some merit in a more focussed/targeted approach. • JDT noted the low engagement with the appeal for second hand clothing for patients to go home in. Governors wondered whether it was due to it being an appeal that had been done before, rather than one that was new. 7.2 Feedback from Strategy and Finance Working Group EO advised that Jake Wilkins, Associate Director, Always Improving, had given an interesting talk to the group on how the Trust’s strategy, transformation plans and improvement goals were delivered. KR noted that he had emailed a copy of his presentation direct to governors. 4 7.3 Feedback from Patient and Staff Experience Working Group KR advised that Shona Small, Complaints Manager and Debbie Watson, Head of Patient and Family Relations, had attended the group to discuss the annual complaints report, which they had circulated prior to the meeting. They had highlighted the nature and complexity of complaints and the challenges of dealing with people who could be difficult to help. The team had been struggling with a lack of resources but that was beginning to ease and they had been positive above the support they received from senior leadership and from one another. The team did also receive positive feedback but governors noted that there was no regulatory requirement for that to be recorded. 7.4 Feedback from Membership and Engagement Working Group SD advised that there had been a discussion about the Annual Members’ Meeting and the role of governors, on the evening. It had been decided that governors could choose whether they roamed, chatting to attendees, or manned the stand that would be in the Conference Room. JDT encouraged all governors to interact with members both at the event and, more generally, in their constituencies. 8 Review of Meeting Governors felt that the sound quality had improved, both in the room and for those who had joined via Teams. It was, however, noted that some attendees still spoke too quietly. FM said that she had been encouraged that governors’ views were valued and listened to. There was a suggestion that governors should bring their own cups for drinks and they asked to be reminded prior to the meetings. 9 Any Other Business There was no other business. 10 Date of Next Meeting The next meeting of the CoG would be held on 29 January 2025. 5 Item 5.1 Report to the Council of Governors - 29 January 2025 Title: Chief Executive Officer’s Performance Report Sponsor: David French, Chief Executive Officer Author: Sam Dale, Associate Director of Data and Analytics Purpose (type an ‘x’ in the appropriate box(es)) (Re)Assurance Approval Ratification Information Y Strategic Theme (type an ‘x’ in the appropriate box(es)) Outstanding patient Pioneering research World class people outcomes, safety and innovation and experience Integrated networks and collaboration Foundations for the future N/A N/A N/A Executive Summary: Information about Trust performance supports the Council of Governors in their role. This report is intended to inform the Council of Governors about aspects of the Trust’s performance. Contents: The Chief Executive Officer’s Performance Report is attached. Risk(s): N/A Equality Impact Consideration: N/A UHS Council of Governors January 2025 Chief Executive’s Performance Report 1. Purpose and Context The purpose of this report is to summarise the Trust’s performance against a range of key indicators. Where available, this report covers data from the period October 2024 to December 2024, noting that some quarterly performance data is reported further in arrears. Notable features of the last quarter include: • A significantly high volume of attendances to our Emergency Department in the period, averaging 448 patients per day. A reflection of a challenging national position which has significantly impacted four-hour performance. • An extremely challenging number of patients not meeting the criteria to reside with volumes peaking above 250 in recent weeks. These patients continue to occupy hospital beds, restricting flexibility in our elective programmes, and impacting flow through the hospital. • Whilst the waiting list has stabilised across the quarter, volumes continue to be above 60,000 with pressure predominantly in referral cohort. However, good progress has been made in reducing the longest waiting patients at both 78+ and 65+ weeks. • The organisation continues to benchmark well for cancer services, ranking in 1st place compared to peer teaching hospitals for two of the three standard waiting time metrics • The financial environment remains extremely challenging and is being monitored closely. UHS reported an £18.2m deficit after eight months which is £14.8m behind plan. This is predominantly due to savings targets not being fully achieved particularly those related to system transformation. • The trust remains on target to spend its full capital allocation for 2024/25 and has delivered elective recovery fund activity (ERF) at 128% of 2019/20 levels which is 15% above the trust’s target. 2. Safety Infection Control MRSA Bacterium infection Clostridium Difficile infection Target 0 78.0% Oct 2024 Nov 2024 Dec 2024 66.6% 59.4% 57.7% Attendances to the Emergency Department (ED) increased further in quarter three, averaging 448 per day across October, November and December in 2024. This represents an increase of 6.6% compared to the previous quarter and a 5.8% increase compared to the same period last year. The pressure on the emergency department across the festive period presented significant challenges on hospital flow and bed state - the four hour performance position reducing to 57.7% in December 2024. This position places the hospital in the third quartile when compared to twenty peer teaching hospitals for Type 1 attendances. Referral to Treatment (RTT) % incomplete pathways within 18 weeks in month Total patients on a waiting list Target => 92% Oct 2024 63.41% 60,879 Nov 2024 62.44% 60,338 Dec 2024 62.04% 60,387 Despite a small decrease in December, the trust’s RTT waiting list remained above 60,000 in every month within quarter three. The main pressure continues to be the referral element of the pathway with the number of patients waiting for surgery reducing. 62% of patients on the waiting list have been waiting less than 18 weeks - the organisation has consistently benchmarked in the top quartile when compared to peer teaching organisations for this metric. UHS continues to make good progress in reducing the longest waiting patients. UHS reported zero patients waiting over 78 weeks in December 2024 and 22 patients waiting over 65 weeks. The majority of these patients remain those impacted by the national shortage of corneal tissue. The organisation’s focus for the remainder of the year continues to be patients waiting over 52 weeks. Cancer Target Faster Diagnosis - within 28 days > =77% 31 Day target - decision to treat to first definitive treatment 62 day target - urgent referral to first definitive treatment => 96% => 70% Sep 2024 82.4% 93.1% 78.1% Oct 2024 84.8% 94.2% 77.5% Nov 2024 86.2% 94.4% 78.9% The organisation has made positive progress in improving cancer waiting times in quarter three. Delivery against the 28 day faster diagnosis has remained above the national target and seen month on month improvement achieving 86.2% for November. This places the organisation in first place compared to 20 peer teaching hospitals across the country. The hospital also ranks in first place for the 62day target. Page 4 of 6 The organisation continues to prioritise cancer patients and their treatments for all tumour sites and cancer types. Pathway efficiencies particularly around pathology and diagnostics are constantly being explored as well as regular dialogue with Wessex Cancer Alliance and the ICB on improvements and innovative techniques to ensure referrals are appropriate and timely. 5. Finance The financial environment remains extremely challenging as we head into the final quarter of 2024/25. The annual plan for 2024/25 was originally approved as a £14.5m deficit which was reduced to £3.3m following central support funding being issued for organisations in deficit. UHS is currently reporting an £18.2m deficit after eight months which is £14.8m behind plan. This is predominantly due to savings targets not being fully achieved particularly those related to system transformation not yet yielding financial benefits. These were always known to have greater risk attached due to the scale of change required. Of note both non criteria to reside and mental health schemes are challenged with patient numbers remaining at similar levels to 2023/24. Both these areas were targeted for significant reduction with the aim of delivering both quality and financial savings. The non delivery of system transformation schemes YTD means £9m of planned savings have not been achieved. Other challenges around industrial action and pay disputes have in many areas now been resolved although there are several areas still under discussion with unions. It should also be noted that UHS continues to deliver activity over and above its funded block contract levels which is valued at £20m YTD. This mainly relates to Emergency Department and Non Elective activity. The YTD deficit and underlying deficit run rate means there is now a significant challenge in delivering the financial plan for the year that would require a surplus to be delivered across the remaining four months and over delivery on efficiency savings targets within the plan. In response to this challenge UHS continues to work with both internal and external stakeholders on how improvements can be achieved. Despite this challenge the organisation has made significant efforts in making sure workforce growth is controlled and agency costs minimised. Agency expenditure is below 1% of total pay expenditure and continues to benchmark favourably when compared to similar organisations. Surge capacity (beds not normally commissioned) have also remained much lower levels than the previous year although has known peaks and troughs with the winter period often more challenging. The trust has also delivered elective recovery fund activity (ERF) at 128% of 2019/20 levels which is 15% above the trust’s target. iThis has helped deliver additional revenues of £20m across the first half of 2023/24 and helping to reduce long waiting patient numbers. Internal transformation initiatives also continue to drive incremental improvement in theatres productivity, outpatient productivity and length of stay with the former two workstreams showing noticeable improvements across the first half of 2024/25. Due to the scale of risk around financial delivery however, for both UHS and the HIOW system, the trusts financial recovery journey continues to be monitored closely as continuing to run in a deficit is not sustainable for the trusts cash or capital position. The trust however remains positive that in working with system partners, improvements can be achieved in time returning the trust to a breakeven footing. Further to this the trust remains on target to spend its full capital allocation for 2024/25 totalling £86m. This includes £1.75m funding (awaiting approval) towards Same Day Emergency Care (SDEC), £18m related to continued investment in decarbonisation funded via a Salix grant, and £7m related to the completion of the Southampton Community Diagnostics Centre planned for the Royal South Hants hospital (centrally funded). This continued investment in capacity, digital and estates infrastructure helps support continued efficiency improvement that provide foundations for the future. Page 5 of 6 6. Human Resources Indicator Staff recommend UHS as a place to work % Staff survey engagement score (out of 10) Q2 24/25 64.1% 6.84 Q3 24/25 Results under national embargo Results under national embargo The annual staff survey takes place throughout September to November. The survey has now closed and we have started to receive the initial results from our supplier, Picker. The HR and OD teams are analysing the initial results and will continue to do so as we receive further results. The participation rate decreased this year, from the previous year, and we will be sharing the results over the coming months as per the national embargo timeline, which is expected to lift February-March 2025. Following this we will be sharing the results trust-wide and supporting teams to receive and respond to the feedback. Indicator Staff Turnover (internal target; rolling 12 month) Sickness absence 12 month rolling (internal target) Target <=13.6% <=3.9% Oct 2024 10.8% 3.87% Nov 2024 10.6% 3.9% Dec 2024 10.7% 3.92% Turnover: In December 2024, there was a total of 99.5 WTE leavers, 22.5 WTE more than November 2024 (77 WTE). The highest since September 2024. Division C recorded the highest number of leavers (28 WTE). Within Division C, Allied Health Professionals staff group had the highest number of leavers (7 WTE), followed by the Nursing and Midwifery Registered staff group at 6 WTE. Divisions B and D had the second and third highest number of leavers (22 and 22 WTE respectively); with the largest numbers being Administrative and Clerical staff group for Div B (8 WTE), and Nursing and Midwifery Registered staff group for Div D (9 WTE). Sickness: In December 2024, the Trusts rolling 12-month sickness absence rate increased to 3.92% (0.02% above target). While the in-month sickness absence reduced from 4.2% in November 2024 to 4.1% in December 2024. Over November and December 2024, anxiety, stress and depression remained at 1% while cold, cough and flu – influenza increased from 0.7% in November to 0.9% in December. Page 6 of 6 Item 6.1 Report to the Council of Governors - 29 January 2025 Title: Chair and Non-Executive Director Appraisal Process 2024/25 Sponsor: Jenni Douglas-Todd, Trust Chair Author: Steve Harris, Chief People Officer and Karen Russell, Council of Governors Business Manager Purpose (type an ‘x’ in the appropriate box(es)) (Re)Assurance Approval Ratification Information Y Strategic Theme (type an ‘x’ in the appropriate box(es)) Outstanding patient Pioneering research World class people outcomes, safety and innovation and experience Integrated networks and collaboration Foundations for the future N/A N/A N/A N/A N/A Executive Summary: The NHS Foundation Trust Code of Governance requires that the Council of Governors (CoG) should take the lead on agreeing a process for the evaluation of the chair and the non-executive directors (NEDs). The Governors’ Nomination Committee (GNC) advises the CoG on that process. The appraisal process supports the board of directors (Board) in ensuring its overall effectiveness by making sure that any individual or collective development needs are identified and that the chair and non-executive directors continue to have capacity to meet the time commitment required for the role. The outcome of appraisal will also be relevant to any decision by the CoG to reappoint a non-executive director. Following recommendation by the GNC at its meeting on 15 January 2025, the CoG is asked to approve the Chair and NED appraisal process for 2024/25. Contents: The attached paper sets out the proposed appraisal process for 2024/25. Risk(s): N/A Equality Impact Consideration: N/A Chair and Non-Executive Director (NED) Appraisal Process for 2024/25 1. Introduction and purpose 1.1 The NHS Foundation Trust Code of Governance requires that the Council of Governors (CoG) should take the lead on agreeing a process for the evaluation of the chair and the non-executive directors (NEDs). The Governors’ Nomination Committee (GNC) advises the CoG on that process. The results of the appraisals are shared with the GNC and the CoG. 1.2 The Trust normally aims to complete the process by 31 March each year. 1.3 The new NHS England (NHSE) Fit and Proper Person Framework for boards was introduced with effect from 30 September 2023. NHSE are expected to launch new appraisals processes for all board members as part of a revised national framework for the management of senior leaders. A refreshed appraisal process for chairs was released in 2024, however the remaining board member processes are still outstanding with no clear date yet for implementation. 1.4 It is recommended therefore the Trust proceeds with the use of the existing NED appraisal framework and uses the new framework provided for the Chair appraisal. 1.5 This paper sets out the proposed process and timescales for the Chair and NED appraisals for 2024/25. 2. Overview of the process 2.1 The Chair of the Trust has responsibility for undertaking the appraisals for NEDs. The Chair’s appraisal process is conducted by the Senior Independent Director (SID). 2.2 Jenni Douglas-Todd, as Trust Chair, will undertake the NED appraisals. Jane Harwood, in her role as SID, will undertake the Chair’s appraisal. 2.3 The process will aim to: • Provide a structured review of performance against personal and organisational objectives set, and the performance of the Trust. • Reflect on demonstration of the Trust values. • Review attendance at key Trust meetings. • Plan for the future, including objective setting for the next year and the identification of a personal development plan. • Provide overall reporting and assurance to the GNC and CoG. Self evaluation Monitoring and reporting to GNC Seeking structured feedback from others Appraisal meeting and personal development plan Evaluation against organisational and personal objectives Appraisal of living the Trust values 2.4 The Trust will use the guidance forms provided by NHSE for NED appraisal. The Trust’s NED appraisal process is in line with guidance published by NHS England (NHSE). 3. NHSE Framework for Chair’s appraisal 3.1 NHSE have a national framework for appraisals of Chairs of provider organisations which was refreshed in 2024. This requests that Trusts ensure a robust multi-source feedback process is conducted. In the refreshed process this is now to be undertaken with consideration given to the NHSE new leadership framework. A summary of these 6 areas can be found in appendix A. The full framework can be found here. 3.2 A summary of the Chair’s appraisal is also required to be provided to the NHSE Regional Director. 3.3 It is intended that UHS use the templates provided for the Chair’s appraisal, and also include our own local values. Multi-source feedback will continue to be requested from Trust Board members and the CoG. Feedback will also be sought from the ICS. 4. Scope of Appraisal 4.1 Appraisals will cover all non-executive directors. This includes: • Jenni Douglas-Todd (Trust Chair) • Keith Evans (Deputy Chair) • Jane Harwood (Senior Independent Director) • Dave Bennett • Professor Diana Eccles • Dr Tim Peachey • Alison Tattersall An objective setting process will take place with David Liverseidge as very recent new starter. 5. Proposed process 5.1 The following is proposed as the process for the 2024/25 round of appraisals: • Use of the standard NED NHSE appraisal template. • Use a system of gaining qualitative feedback on each NED to be appraised from both the CoG and from the Board. • The Chair will meet with each NED to conduct the appraisal once feedback has been collated. • The SID will conduct the appraisal for the Chair. 5.2 To ensure meaningful views can be obtained, it is suggested that the CoG will be asked to provide positive feedback and areas of development in respect of the NEDs as individuals, and as a group. The Lead Governor (Shirley Anderson) will be asked to seek feedback from the council members. 6. Timetable of events Action Agree process and timescales with GNC Details GNC briefed on process and timescales. Who JDT and SH To be completed by 15 January 2025 Booking appraisal Appraisal meetings to be booked by KB meetings JDT (KB) 31 January 2025 Sending out forms All feedback forms to be sent out to SH appraisees and to Governors by close of play on 1 February 2024. Feedback forms to be sent to: • Governors (Via Lead Governor) • All Executives • All NEDs 1 February 2025 Seeking feedback Feedback to be provided to the Chief SA People Officer, who will collate it. SH 21 February 2025 Booking appraisal Appraisal meetings to be booked by KB meetings JDT (KB) 31 January 2025 Appraisal meetings held JDT to hold appraisal meetings with: JDT • Dave Bennett • Professor Diana Eccles • Keith Evans • Jane Harwood 31 March 2025 • Dr Tim Peachey • Alison Tattersall Objective setting meeting to be held with David Liverseidge as a new NED JH to hold appraisal meeting with JDT JH Summary reporting to GNC SH, JDT and JH to draft a summary report to be shared with GNC covering: • Feedback • Areas for development • Objectives going forward SH, JDT and JH Report to be provided to the GNC by SH, JDT and JH. Reporting to COG GNC, supported by Chief People Officer and Chair, to provide a summary report and assurance to the CoG. SH, JDT and JH Reporting to NHSE Summary report to be provided to SH NHSE in line with framework process. 31 March 2025 22 April 2025 29 April 2025 30 April 2025 7. The role of the GNC in assurance and scrutiny 7.1 The GNC will be provided with an annual report written by the Chair, supported by the Chief People Officer, which will provide an overview of the appraisals undertaken, including an overall performance summary and objectives. 7.2 The GNC will have a direct role in endorsing the appraisal process for the Chair. The SID will undertake the appraisal and provide a key summary to the GNC who will be asked to endorse the outcome. 7.3 The CoG will receive assurance from the GNC that appropriate performance appraisal of the Chair and NEDs has taken place. 8. Recommended next steps 8.1 Following recommendation by the GNC at its meeting on 15 January 2025, the CoG is asked to approve the Chair and NED appraisal process for 2024/25. Steve Harris Chief People Officer January 2025 Appendix A – Refreshed leadership framework competencies for the Chair Appraisal Driving high-quality and sustainable outcomes The skills, knowledge and behaviours needed to deliver and bring about high quality and safe care and lasting change and improvement - from ensuring all staff are trained and well led, to fostering improvement and innovation which leads to better health and care outcomes. Setting strategy and delivering long-term transformation The skills that need to be employed in strategy development and planning, and ensuring a system wide view, along with using intelligence from quality, performance, finance and workforce measures to feed into strategy development. Promoting equality and inclusion, and reducing health and workforce inequalities The importance of continually reviewing plans and strategies to ensure their delivery leads to improved services and outcomes for all communities, narrows health and workforce inequalities, and promotes inclusion. Providing robust governance and assurance The system of leadership accountability and the behaviours, values and standards that underpin our work as leaders. This domain also covers the principles of evaluation, the significance of evidence and assurance in decision making and ensuring patient safety, and the vital importance of collaboration on the board to drive delivery and improvement. Creating a compassionate, just and positive culture The skills and behaviours needed to develop great team and organisation cultures. This includes ensuring all staff and service users are listened to and heard, being respectful and challenging inappropriate behaviours. Building a trusted relationship with partners and communities The need to collaborate, consult and co-produce with colleagues in neighbouring teams, providers and systems, people using services, our communities, and our workforce. Strengthening relationships and developing Agenda item 6.2 Report to the Council of Governors - 29 January 2025 Title: Audit and Risk Committee Terms of Reference Sponsor: Keith Evans, Chair Author: Craig Machell, Associate Director of Corporate Affairs Purpose (Re)Assurance Approval Ratification Information x Strategic Theme Outstanding patient outcomes, safety and experience Pioneering research and innovation World class people Integrated networks and collaboration Foundations for the future x Executive Summary: The terms of reference for all Board committees should be reviewed regularly, and at least once annually, to ensure that these reflect the purpose and activities of each committee. The Code of Governance for NHS Provider Trusts requires that Council of Governors is consulted on the terms of reference. The terms of reference are approved by the Board of Directors. It is proposed to amend 10.2 to Code of Governance for NHS Provider Trusts and remove Charitable Funds Committee from Appendix A. No other changes are proposed. The Council of Governors is requested to provide any feedback on the proposed changes to the terms of reference prior to their submission to the Board of Directors for approval. Contents: Audit and Risk Committee Terms of Reference Risk(s): N/A Equality Impact Consideration: N/A Audit and Risk Committee Terms of Reference Version: 67 Date Issued: Review Date: Document Type: 29 February 2024 11 March 2025 30 January 2025 January 2026 Committee Terms of Reference 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 Committee and Reporting Structure Page 2 2 2 3 3 3 4 6 6 6 Page 7 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 Audit and Risk Committee (the Committee) is responsible for overseeing, monitoring and reviewing corporate reporting, the adequacy and effectiveness of the governance, risk management and internal control framework and systems and areas of legal and regulatory compliance at University Hospital Southampton NHS Foundation Trust (UHS or the Trust) and the external and internal audit functions. 1.2 The Committee provides the board of directors of the Trust (the Board) with a means of independent and objective review of financial and corporate governance, assurance processes and risk management across the whole of the Trust’s activities both generally and in support of the annual governance statement. 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. It is supported in its work by other committees established by the Board as shown in Appendix A. 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 In carrying out its role the Committee will primarily utilise the work of internal audit, external audit and other assurance functions. It is also 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 independent non-executive directors of the Trust (other than the chair of the Board). The Committee will consist of not less than three members, at least one of whom will have recent and relevant financial experience, ideally with a qualification from one of the professional accountancy bodies. 3.2 The Board will appoint the chair of the Committee from among its members (the Committee Chair).The Committee Chair may be the deputy chair of the Board. However, in the event that the deputy chair must act as chair of the Board for an extended period of time, the deputy chair will resign as Committee Chair. In the absence of the Committee Chair and/or an appointed deputy, the remaining members present will elect one of themselves to chair the meeting. 3.3 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: 3.3.1 representative(s) from the external auditor; 3.3.2 representative(s) from the internal auditor; Page 2 of 8 3.3.3 representative(s) from the local counter fraud service; 3.3.4 Chief Financial Officer; 3.3.5 Chief Nursing Officer; and 3.3.6 Associate Director of Corporate Affairs/Company Secretary. 3.4 The Chief Executive Officer will be invited to attend meetings of the Committee, at least annually, to discuss with the Committee the process for assurance that supports the annual governance statement. 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 of risk or operation that are the responsibility of a particular executive director or manager. 3.6 Governors may be invited to attend meetings of the Committee. 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 two members. 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. 4.3 When an executive director or manager is unable to attend a meeting they should appoint a deputy to attend on their behalf. 5. Frequency of Meetings 5.1 The Committee will meet at least four times each year and otherwise as required. 5.2 At least once each financial year the Committee will meet with representatives of the external and internal auditors without management being present to discuss their remit and any issues arising from their audits. 5.3 Outside of the formal meeting programme, the Committee Chair will maintain a dialogue with key individuals involved in the Trust’s governance, including the chair of the Board, the Chief Executive Officer, the Chief Financial Officer, the Chief Nursing Officer, the external audit lead partner and the head of internal audit. 6. Conduct and Administration of Meetings 6.1 Meetings of the Committee will be convened by the secretary of the Committee at the request of the Committee Chair or any of its members, or at the request of external or internal auditors if they consider it necessary. 6.2 The agenda of items to be discussed at the meeting will be agreed by the Committee Chair with support from the Chief Financial 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 five 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 secretary of the Committee 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 Page 3 of 8 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 The Committee will carry out the duties below for the Trust. 7.1 Integrated Governance, Risk Management and Internal Control 7.1.1 The Committee will review the establishment and maintenance of an effective system of integrated governance, risk management and internal control across the whole of the Trust’s activities (clinical and non-clinical), that supports the achievement of the Trust’s objectives. In particular, the Committee will review the adequacy and effectiveness of: 7.1.1.1 all risk and control related disclosure statements (in particular the annual governance statement), together with the head of internal audit opinion, external audit opinion or other appropriate independent assurances, prior to submission to the Board; 7.1.1.2 the underlying assurance processes that indicate the degree of achievement of the Trust’s objectives, the effectiveness of the management of principal risks and the appropriateness of annual disclosure statements; and 7.1.1.3 the policies and arrangements for ensuring compliance with relevant regulatory, legal and code of conduct requirements and any related reviews, reporting and selfcertifications, including the NHS Constitution, the Trust’s NHS provider licence, registration with the Care Quality Commission and the Trust’s constitution, standing orders and standing financial instructions and management of conflicts of interest. 7.2 Internal Audit 7.2.1 The Committee will ensure that there is an effective internal audit function that meets the Public Sector Internal Audit Standards and provides appropriate independent assurance to the Committee, Accounting Officer and Board. This will be achieved by: 7.2.1.1 considering the provision of the internal audit service and the costs involved; 7.2.1.2 reviewing and approving the annual internal audit plan and more detailed programme of work, ensuring that this is consistent with the audit needs of the Trust as identified in any risk assessment; 7.2.1.3 considering the major findings of internal audit work (and the appropriateness and implementation of management responses) and ensuring coordination between the internal and external auditors to optimise audit resources; 7.2.1.4 ensuring the internal audit function is adequately resourced and has appropriate standing within the Trust; and 7.2.1.5 monitoring the effectiveness of internal audit and carrying out an annual review. 7.3 External Audit 7.3.1 The Committee will review and monitor the external auditors’ integrity, independence and objectivity and the effectiveness of the external audit process. In particular, the Committee will review the work and findings of the external auditors and consider the implications and management’s response to their work. This will be achieved by: 7.3.1.1 considering the appointment and performance of the external auditors, including providing information and recommendations to the council of governors in connection with the appointment, reappointment and removal of the external auditors in line with criteria agreed by the council of governors and the Committee; Page 4 of 8 7.3.1.2 discussing and agreeing with the external auditors, before the external audit commences, the nature and scope of the audit as set out in the annual external audit plan; 7.3.1.3 discussing with the external auditors their evaluation of audit risks and assessment of the Trust and the impact on the audit fee; 7.3.1.4 reviewing all external audit reports, including reports addressed to the Board and the council of governors, and any work undertaken outside the annual external audit plan, together with any significant findings and the appropriateness and implementation of management responses; and 7.3.1.5 ensuring that there is in place a clear policy for the engagement of external auditors to supply non-audit services taking into account relevant ethical guidance. 7.4 Financial Reporting 7.4.1 The Committee will monitor the integrity of the financial statements of the Trust and any formal announcements relating to the Trust’s financial performance. 7.4.2 The Committee will ensure that the systems for financial reporting to the Board, including those of budgetary control, are subject to review as to the completeness and accuracy of the information provided to the Board. 7.4.3 The Committee will review the annual report and financial statements before these are presented to the Board in order to determine their completeness, objectivity, integrity and accuracy and the letter of representation addressed to the external auditors from the Board. This review will cover but is not limited to: 7.4.3.1 the annual governance statement and other disclosures relevant to the work of the Committee; 7.4.3.2 areas where judgment has been exercised; 7.4.3.3 appropriateness and adherence to accounting policies and practices; 7.4.3.4 explanation of estimates or provisions having material effect and significant variances; 7.4.3.5 the schedule of losses and special payments, which will also be reported on separately during the financial year; 7.4.3.6 any significant adjustments resulting from the audit and unadjusted audit differences; and 7.4.3.7 any reservations and disagreements between the
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