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UHS AR 22-23-6

Description: 2022/23 Incorporating the quality account University Hospital Southampton NHS Foundation Trust Annual Report and Accounts 2022/23 Presented to Parliament
Url: /Media/UHS-website-2019/Docs/About-the-Trust/Annual-reports-and-quality-accounts/UHS-AR-22-23-6.pdf

Papers Trust Board - 13 January 2026

Description: Date Time Location Chair Apologies Agenda Trust Board – Open Session 13/01/2026 9:00 - 13:00 Conference Room, Heartbeat Education Centre Jenni Douglas-Todd Diana Eccles 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 11 November 2025 9:15 Approve the minutes of the previous meeting held on 11 November 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 Finance, Investment & Cash Committee 9:20 David Liverseidge, Chair 5.2 Briefing from the Chair of the People and Organisational Development 9:30 Committee Jane Harwood, Chair 5.3 Briefing from the Chair of the Quality Committee 9:40 including Maternity and Neonatal Safety 2025-26 Quarter 2 Report Tim Peachey, Chair 5.4 Chief Executive Officer's Report 9:50 Receive and note the report Sponsor: David French, Chief Executive Officer 5.5 Performance KPI Report for Month 8 10:20 Review and discuss the report Sponsor: Andy Hyett, Chief Operating Officer 5.6 11:00 5.7 11:15 5.8 11:25 5.9 11:30 5.10 11:45 5.11 11:55 5.12 12:05 5.13 12:15 6 6.1 12:25 7 12:35 8 Break Finance Report for Month 8 Review and discuss the report Sponsor: Ian Howard, Chief Financial Officer ICB System Report for Month 8 Receive and discuss the report Sponsor: Ian Howard, Chief Financial Officer People Report for Month 8 Review and discuss the report Sponsor: Steve Harris, Chief People Officer Learning from Deaths 2025-26 Quarter 2 Report Review and discuss the report Sponsor: Paul Grundy, Chief Medical Officer Attendee: Jenny Milner, Associate Director of Patient Experience Infection Prevention and Control 2025-26 Quarter 2 Report Review and discuss the report Sponsor: Natasha Watts, Acting Chief Nursing Officer Attendees: Julian Sutton, Clinical Lead, Department of Infection/Julie Brooks, Deputy Director of Infection Prevention and Control Medicines Management Annual Report 2024-25 Receive and discuss the report Sponsor: Paul Grundy, Chief Medical Officer Attendee: James Allen, Chief Pharmacist Annual Ward Staffing Nursing Establishment Review 2025 Discuss and approve the review Sponsor: Natasha Watts, Acting Chief Nursing Officer CORPORATE GOVERNANCE, RISK and INTERNAL CONTROL Annual Assurance for the NHS England Core Standards for Emergency Preparedness, Resilience and Response (EPRR) Review and discuss the report Sponsor: Andy Hyett, Chief Operating Officer Attendee: John Mcgonigle, Emergency Planning & Resilience Manager Any other business Raise any relevant or urgent matters that are not on the agenda Note the date of the next meeting: 10 March 2026 Page 2 9 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. 10 Follow-up discussion with governors 12:45 Page 3 Agenda links to the Board Assurance Framework (BAF) 13 January 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) 5.5 Performance KPI Report for Month 8 5.7 Finance Report for Month 8 5.8 ICB System Report for Month 8 5.9 People Report for Month 8 5.10 Learning from Deaths 2025-26 Quarter 2 Report 5.11 Infection Prevention and Control 2025-26 Quarter 2 Report 5.12 Medicines Management Annual Report 2024-25 5.13 Annual Ward Staffing Nursing Establishment Review 2025 6.1 Annual Assurance for the NHS England Core Standards for Emergency Preparedness, Resilience and Response (EPRR) 1a, 1b, 1c 5a 5a 3a, 3b, 3c 1b 1c 1b 1b, 3a 1b 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 3x4 12 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 x x x Minutes Trust Board – Open Session Date 11/11/2025 Time 9:00 – 13:00 Location Conference Room, Heartbeat Education Centre Chair Jenni Douglas-Todd (JD-T) Present 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) 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) Lauren Anderson, Corporate Governance and Risk Manager (LA) (item 6.2) Martin de Sousa, Director of Strategy and Partnerships (MdS) (item 6.1) Lucinda Hood, Head of Medical Directorate (LH) (item 5.13) Diana Hulbert, Guardian of Safe Working Hours and Emergency Department Consultant (DH) (item 5.12) Vickie Purdie, Head of Patient Safety (VP) (item 7.3) Kate Pryde, Clinical Director for Improvement and Clinical Effectiveness (KP) (item 5.13) Scott Spencer, Health and Safety Advisor (SS) (item 7.3) 4 governors (observing) 2 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. It was noted that no apologies had been received. The Chair provided an overview of meetings she had held and events that she had attended since the previous Board meeting. 2. Patient Story Item deferred to the next meeting. 3. Minutes of the Previous Meeting held on 9 September 2025 The draft minutes tabled to the meeting were agreed to be an accurate record of the meeting held on 9 September 2025, subject to a minor correction at 5.10. Page 1 4. Matters Arising and Summary of Agreed Actions The matters arising and actions were noted. • Actions 1281, 1283 and 1284 were closed. • Action 1282 was to be addressed through item 5.6 below. • In respect of action 1285, the Quality Committee would monitor progress on complaints response times. 5. QUALITY, PERFORMANCE and FINANCE 5.1 Briefing from the Chair of the Audit and Risk Committee Keith Evans was invited to present the Committee Chair’s Report in respect of the meeting held on 13 October 2025, the content of which was noted. It was further noted that: • In terms of the internal audit reports, which had been received by the committee, whilst there were a number of points for the Trust to address, no areas of significant concern had been identified. • There was a focus on ‘imposter fraud’ whereby individuals who had turned up to carry out a shift were not who they claimed to be. Whilst there had been no reported incidents at the Trust, the Trust had implemented controls at the ward level, which would be subject to testing during 2025/26. 5.2 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 22 September and 3 November 2025, the contents of which were noted. It was further noted that: • In September 2025, the Trust had reported that it was in line with its Financial Recovery Plan. Of the £110m Cost Improvement Programme (CIP) target, 76% had been fully developed. • The committee had reviewed the Finance Report for Month 6 (item 5.8), noting that the Trust had reported an in-month deficit of £5.4m, which was in line with the Financial Recovery Plan. • The committee had expressed concern that 17% of the CIP target was not fully developed and that the Trust was £2.5m off-track in terms of delivery of the target at Month 6. • Whilst progress had been made in terms of addressing patients with no criteria to reside and mental health patients, this remained an area of concern. • The committee considered the NHS England Medium Term Planning Framework, noting that the first submission by the Trust was due prior to Christmas 2025. 5.3 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 22 September and 3 November 2025, the contents of which were noted. It was further noted that: • There continued to be little improvement in terms of the number of patients with no criteria to reside or mental health patients, which impacted staffing numbers. • The Trust was adopting a harder line in respect of its approach to violence and aggression, which included a greater willingness to exclude individuals. • The current participation rate in the Staff Survey was lower than the national average, which was likely indicative of staff morale and engagement. Page 2 • The Trust’s workforce numbers remained above plan, with limited options available to address this issue, especially in the absence of funding for restructuring costs. 5.4 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 13 October 2025, the content of which was noted. It was further noted that: • The committee received an update in respect of mental health patients, noting that although there were significant issues in the Emergency Department, the whole pathway for these patients remained a problem. • The committee carried out a six-monthly review of the Trust’s progress against its Quality Priorities, noting that good progress had been made on four of the six priorities and two were slightly behind. 5.5 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 the Medium Term Planning Framework, which was intended to encourage organisations to think beyond a 12-month time horizon and to progress the NHS 10-Year Plan. The Trust was expected to provide its first submission prior to Christmas 2025, but the detailed planning assumptions had yet to be received from NHS England. It was noted that a more detailed report on the Medium Term Planning Framework was to be received as part of the closed session of the meeting. • The Strategic Commissioning Framework had been published by NHS England, which provided welcome clarifications about the future role of integrated care boards. • The Trust had been placed into Tier 1 for both Urgent and Emergency Care and for Elective performance. There was a national expectation that trusts would have no patients waiting over 65 weeks for elective care by 21 December 2025. Where organisations had more than 100 such patients at the end of October 2025, they had been placed into Tier 1. The Trust was taking steps, including mutual aid, to attempt to address the number of long waiters, but there was insufficient capacity in the system. • Resident doctors were due to strike for a further five-day period commencing on 14 November 2025, having rejected the Government’s latest offer to resolve the ongoing dispute with the British Medical Association. • The Hampshire and Isle of Wight Integrated Care Board and NHS England South East Region had carried out a visit to the Trust’s paediatric hearing services in May 2025. The report, received in October 2025, had been positive about the service. • The Trust and the University of Southampton had been awarded £16.3m by the National Institute for Health and Care Research. The Trust was one of only four organisations out of 15 applications to receive an award. • The NHS Business Services Authority had announced the award of a £1.2bn contract to Infosys to deliver a new and enhanced workforce management system for the NHS to replace the existing Electronic Staff Record system. The 2030 target date for implementation was considered ambitious. Further details would be considered by the People and Organisational Development Committee when available. Page 3 5.6 Performance KPI Report for Month 6 Andy Hyett was invited to present the ‘spotlight’ report in respect of Diagnostics, the content of which was noted. It was further noted that: • Diagnostics performance was a key element of the pathway, as delays in diagnosis had a consequential impact on the overall length of pathways such as those for cancer and patients on a Referral To Treatment pathway. • Although there were some concerns with Diagnostics in the Trust, the Trust, generally, performed better than other organisations. The Board discussed the matters raised in the Diagnostics ‘spotlight’. This discussion is summarised below: • There had been a long-standing issue with waiting times for cystoscopy due to insufficient capacity. However, a plan was being developed to improve the situation, although it was considered appropriate that the plan should also address broader issues with urology as a whole. • There was concern regarding the availability of magnetic resonance imaging (MRI) scanners, particularly as two scanners were out-of-action. It was noted that the current set-up in terms of MRI scanners was not fit for the longer term and a strategy for the future needed to be developed. • There was a disparity between capacity and demand in respect of the neurophysiology service, as this service had previously relied on outsourcing. • Generally, activity was increasing, but overall performance appeared to be declining. There was also the additional financial challenge that Diagnostics was funded under a ‘block’ contract arrangement which did not fully take into account the demand for these services. • There were concerns about the electrical supply capacity at the Southampton General Hospital site and the ability of the Trust to expand its Diagnostic capacity with this limitation. It was considered that a better longer-term model would be for scanners at local community diagnostics centres. Actions 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. Andy Hyett agreed to develop a longer-term plan for cystoscopy/urology and to report back to the Board during Quarter 4. Andy Hyett agreed to develop a long-term solution to the neurophysiology service. Andy Hyett was invited to present the Performance KPI Report for Month 6, the content of which was noted. It was further noted that: • The Trust’s Emergency Department had recorded performance of 67.6% against the four-hour standard during September 2025. The department remained busy with c.450 patients and 120 ambulance attendances per day. • There had been some initial performance impacts with the roll out of the MIYA system in the Emergency Department, but this appeared to have now been addressed with performance up to previous levels. • A number of initiatives were being introduced into the Emergency Department in order to improve performance. These included the layout of the service, pathway re-designs, having General Practitioners in the department, and arranging with non-urgent patients to attend at a scheduled time rather than waiting in the department. Page 4 • In October 2025, the Trust had recorded 363 patients waiting over 65 weeks on a Referral To Treatment pathway against a national target of no such patients by the end of December 2025. • The Trust was making use of the independent sector, weekend working, and was requesting capacity from other providers to address the number of patients waiting over 65 weeks. • The planned industrial action by resident doctors posed a challenge, noting that the national expectation was that trusts maintain 95% of their capacity during this period. It was noted that, in contrast to previous instances of industrial action, resident doctors were apparently less forthcoming in terms of whether they intended to participate in the industrial action. • The Trust continued to report one of the lowest Hospital Standardised Mortality Rates in England. • The Trust’s cancer performance, based on a BBC article, was 21 out of 121 trusts. It was noted that whilst the number of patients being referred on a cancer pathway had increased significantly, the number of patients diagnosed with cancer had not materially changed. • There appeared to have been an increase in the number of pressure ulcers and ‘red flag’ incidents. Work was ongoing to address the findings of the pressure ulcer audit which had been presented to the Quality Committee on 2 June 2025. • The number of patients having no criteria to reside and mental health patients remained high. Actions Andy Hyett agreed to clarify the basis of the calculation of the ‘Watch & Reserve antibiotics usage per 1,000 adms’ metric. 5.7 Break 5.8 Finance Report for Month 6 Ian Howard was invited to present the Finance Report for Month 6, the content of which was noted. It was further noted that: • The Trust had submitted its Financial Recovery Plan to NHS England in August 2025, which committed to an additional £23m improvement in the Trust’s financial position to deliver a full-year position of a £54.9m deficit. In the absence of these additional improvements, the Trust had been forecasting a year-end position of a £78m deficit. The revised target was subject to a number of assumptions, including the need for demand management and improvements in non-criteria to reside and mental health patient numbers. • There were a number of risks to the achievement of the Financial Recovery Plan, including whether there would be improvements in mental health and non-criteria to reside and/or steps taken to manage demand, high levels of activity, and whether it would be possible to reduce the workforce and close theatres. The need for the Trust to focus on achieving the 65-week wait target in particular could impact the Trust’s ability to close capacity. • The Trust had reported an in-month deficit of £5.4m (£30.8m year-to-date), which was in line with the trajectory set out in the Financial Recovery Plan. The Trust’s underlying deficit had seen some marginal improvement during the period. • The Trust’s cash position remains an area of significant concern. Cash requests had been made to NHS England, but the latest request for November 2025 had been rejected. It was therefore likely that the Trust would need to manage its supplier payments in accordance with its available cash. Page 5 5.9 ICS System Report for Month 6 Ian Howard was invited to present the ICS System Report for Month 6, 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 £48m. • A significant improvement in the run-rate would be required for the system to be able to deliver its 2025/26 plan. • The system was one of the worst in England in terms of the number of beds occupied by patients having no criteria to reside with approximately 23% of beds being occupied by such patients compared with a national average of 12%. • The system was also below plan in terms of its targets for access to General Practitioners and targets relating to mental health patients. It was noted that the performance in these areas had a consequential impact on the Trust’s performance in areas such as urgent and emergency care performance. 5.10 People Report for Month 6 Steve Harris was invited to present the People Report for Month 6, the content of which was noted. It was further noted that: • The overall workforce fell by 73 whole-time-equivalents (WTE) during September 2025 and was reported as being 54 WTE above the Trust’s 2025/26 plan. The reduction in workforce had been driven through a combination of the impact of the recruitment controls, mutually agreed resignation scheme (MARS) leavers, and a significant drop in use of temporary staff during the month. • On 15 October 2025, the Trust had heard the collective grievance brought by the Royal College of Nursing in respect of the removal of enhanced NHS Professionals rates. It was decided not to reverse the decision in order to maintain equity with the rest of the workforce and consistency across other local providers. A number of actions had been agreed following the hearing. • Sickness rates had increased to 3.8%, although the Trust still benchmarked well against peers. • There were concerns about the potential impact of influenza during the winter period and therefore the Trust was taking a number of actions to promote vaccination of staff. The Trust was currently third in terms of uptake in the Region. • The level of participation in the national Staff Survey remained a challenge with only 32% of staff having completed the survey compared with a national average of 38%. It was considered likely that the recent difficult decisions taken and the impact on staff was impacting staff experience and engagement. • The People and Organisational Development Committee would be examining statutory and mandatory training levels together with the latest proposed national changes. Page 6 5.11 NHSE Audit and review of 'Developing Workforce Safeguards' including UHS Self-Assessment Return Natasha Watts was invited to present the NHS England audit and review of ‘Developing Workforce Safeguards’ (2018), including the Trust’s Self-Assessment Return, the content of which was noted. It was further noted that: • ‘Developing Workforce Safeguards’ was published in October 2018 and included a range of standards to assure safe staffing across the workforce. NHS England had initiated an audit, review and improvement plan amidst concern about a national reduction in compliance. • The Trust had submitted a self-assessment as part of this NHS England review. This assessment showed that the Trust continued to comply with the majority of the standards. • The audit exercise has been used as an opportunity to identify opportunities for improvement. Twelve recommendations have been developed, of which nine were assessed as ‘green’ and three as ‘amber’. 5.12 Guardian of Safe Working Hours Quarterly Report and Update on 10-Point Plan Diana Hulbert was invited to present the Guardian of Safe Working Hours Quarterly Report and Update on the 10-Point Plan, the content of which was noted. It was further noted that: • Resident doctors were due to strike for five days from 14 November 2025. This would be the thirteenth strike in recent years. It was noted that, in addition to pay, the dispute also concerned working conditions and the shortage of posts and consequent risk to resident doctors of unemployment. • The Trust had performed a self-assessment against the 10-Point Plan and it was noted that the majority of the plan’s contents had been considered by the Trust for some time. There were also a number of dependencies on the part of NHS England in areas such as lead employer models. • A national review of statutory and mandatory training was expected to enable portability of training records to facilitate staff moving between NHS organisations. • There had been significant improvements in respect of gaps in rotas. 5.13 Annual Clinical Outcomes Summary Luci Hood and Kate Pryde were invited to present the Annual Clinical Outcomes Summary Report, the content of which was noted. It was further noted that: • The paper provided an overview of the clinical outcomes reviewed by the Clinical Assurance Meeting for Effectiveness and Outcomes (CAMEO) over the 12-month period to September 2025. • The majority of specialities provide reports to CAMEO, although outcome data can be more difficult in some areas to capture than in others. • The outcomes reviewed by the CAMEO and outputs from this body were also influencing the development of the Trust’s clinical strategy. • The strains on the capacity of services posed a risk to clinical outcomes. Page 7 • There was potential that a ‘quality’ override could form part of the NHS Oversight Framework in the future, operating in a similar manner to the ‘financial’ override by limiting the segmentations available to an organisation. 6. STRATEGY and BUSINESS PLANNING 6.1 Corporate Objectives 2025-26 Quarter 2 Review Martin De Sousa was invited to present the review of Corporate Objectives 2025/26 for the second quarter, the content of which was noted. It was further noted that: • Of the 12 objectives agreed for 2025/26, six were rated ‘green’, four were ‘amber’ and two were ‘red’. • The ‘red’ rated risks were that relating to the Trust’s financial performance and that relating to the Trust’s achievement of its workforce plan for 2025/26. 6.2 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: • BDO had completed its audit of the Trust’s risk maturity and had presented its report to the Audit and Risk Committee on 13 October 2025. The audit had highlighted a number of strengths including the Board Assurance Framework, risk definition, and use of risk in decision-making. In terms of opportunities for improvement, the audit report suggested some improvements in articulation of operational risks and use of ‘SMART’ methodology for actions. • The Board Assurance Framework had been reviewed by relevant executive directors and committees since it was last presented to the Board. There had been no changes to the ratings or target dates. 7. CORPORATE GOVERNANCE, RISK and INTERNAL CONTROL 7.1 Feedback from the Council of Governors’ (COG) Meeting 28 October 2025 The Chair presented a summary of the Council of Governors’ meeting held on 28 October 2025. It was noted that the meeting had considered the following matters: • Chief Executive Officer’s Performance Report • Governor attendance at Council of Governors’ meetings • Review of the Council of Governors’ Expenses Reimbursement Protocol • Appointment of Jane Harwood as Deputy Chair with effect from 1 October 2025 • Membership engagement • Feedback from the Governors’ Nomination Committee It was noted that the Trust’s work on violence and aggression received particular attention from the Governors. 7.2 Register of Seals and Chair’s Action Report The paper ‘Register of Seals and Chair’s Actions Report’ was presented to the meeting, the content of which was noted. Page 8 It was further noted that one further item had been sealed on 7 November: Deed of Guarantee between University Hospital Southampton NHS Foundation Trust (Guarantor) and CHG-Meridian UK Limited (Beneficiary) regarding the payment and due performance obligations of UHS Estates Limited (UEL) under the Guaranteed Contract and specifically the Stryker Power Tools delivered to UEL under the pre-contract open build period with CHG. Seal number 307 on 7 November 2025. 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’ and to the additional document referred to above. 7.3 Health and Safety Services Annual Report 2024-25 Spencer Scott was invited to present the Health and Safety Services Annual Report 2024/25, the content of which was noted. It was further noted that: • The number of incidents reportable pursuant to the Reporting of Injuries, Diseases and Dangerous Occurrences Regulations (RIDDOR) had increased substantially to 68 such incidents compared to 39 in 2023/24. The majority of these incidents related to moving and handling or exposure to infectious diseases. • There was a concern that there had been a reduction in the number of health and safety related reports and escalations whilst at the same time the number of RIDDORs had increased. • Four areas of concern were highlighted: Entonox surveillance of maternity staff, display screen equipment compliance, the Southampton General Hospital loading bay, and workplace temperatures during the summer. 8. Any other business There was no other business. 9. Note the date of the next meeting: 13 January 2026 10. Items circulated to the Board for reading The item circulated to the Board for reading was noted. There being no further business, the meeting concluded. 11. 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 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. Trust Board – Open Session 09/09/2025 - 8 Any other business 1286. Organ donation Machell, Craig 03/02/2026 Pending Explanation action item Craig Machell agreed to add organ donation to the agenda of a future Trust Board Study Session. Update: Scheduled for TBSS on 03/02/26. Trust Board – Open Session 11/11/2025 - 5.6 Performance KPI Report for Month 6 1293. MRI scanners and imaging Hyett, Andy 13/01/2026 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. 1294. Cystopscopy/urology Hyett, Andy 13/01/2026 Pending Explanation action item Andy Hyett agreed to develop a longer-term plan for cystoscopy/urology and to report back to the Board during Quarter 4. Page 1 of 2 Agenda item Assigned to Deadline Status Trust Board – Open Session 11/11/2025 - 5.6 Performance KPI Report for Month 6 1295. Neurophysiology Hyett, Andy 13/01/2026 Pending Explanation action item Andy Hyett agreed to develop a long-term solution to the neurophysiology service. 1296. Watch & Reserve antibiotics usage Hyett, Andy 13/01/2026 Pending Explanation action item Andy Hyett agreed to clarify the basis of the calculation of the ‘Watch & Reserve antibiotics usage per 1,000 adms’ metric. Page 2 of 2 Agenda Item 5.1 i) Committee Chair’s Report to the Trust Board of Directors 13 January 2026 Committee: Finance, Investment and Cash Committee Meeting Date: 24 November 2025 Key Messages: Assurance: (Reports/Papers reviewed by the Committee also appearing on the Board agenda) Any Other Matters: • The committee received an update in respect of the Trust’s commercial activities, noting that the Trust had robust systems in place to maximise cost recovery for private patient and overseas visitor income. The Trust’s private patient unit project continued to progress. The Trust was also seeking a partner to manage its parking provision. • The committee received the Finance Report for Month 7. The Trust had reported a £5.1m in-month deficit (£35.9m year-to-date), which was in line with the trajectory contained in the Financial Recovery Plan. The underlying deficit remained flat at £6.4m. Whilst there had been a slight reduction in the number of mental health patients, there were c.240 patients having no criteria to reside at any point during the period. There was an increased level of scrutiny in respect of non-pay expenditure. • The committee reviewed an update on the Trust’s measures for financial improvement, noting that the Trust was forecasting achievement of £85-95m against its target of £110m Cost Improvement Programme delivery for 2025/26. • The committee noted the Trust’s approach and the timelines associated with the Medium Term Planning submission. It was noted that the framework set ambitious financial and performance targets. • The committee received an update in respect of the Trust’s Theatre Experience Programme, noting that there had been a 3% increase in utilisation and a 3% reduction in cancellations. • The committee reviewed the Trust’s productivity, noting that the Trust’s productivity had fallen by 3.3% compared to the prior year due to high-cost growth. • The committee received an update in respect of the Trust’s cash position and forecast and supported a proposal to request further cash support for January 2026. • The committee received an update on Capital Planning for 2026/272029/30. It was noted that it was expected that the Trust would be allocated c.£40m per annum, although there were concerns about the impact of the Trust’s cash position and the ability of the Trust to meet this level of expenditure. N/A N/A 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 5.1 ii) Committee Chair’s Report to the Trust Board of Directors 13 January 2026 Committee: Finance, Investment and Cash Committee Meeting Date: 15 December 2025 Key Messages: • • • • • • The committee received the Finance Report for Month 8 (see below). The committee discussed the Trust’s future transformation programmes, noting that the areas of focus would be: urgent and emergency care, elective care, and automation of administrative processes. The committee was assured that the programmes were felt to be suitably ‘bold and ambitious’ and were grounded in realistic opportunities, rather than ‘blue sky’ ideas. The committee reviewed the draft capital plan for 2026/27 – 2029/30, noting that the Trust had been allocated c.£40m of capital departmental expenditure limit (CDEL) per year. It was noted that the Trust’s cash position could place constraints on the Trust’s capital programme. The opportunity to secure funding from national programmes outside of CDEL should be pursued vigorously. The plan was to be discussed in a Trust Board Study Session prior to submission in February 2026. The committee reviewed, challenged and discussed the Trust’s medium-term plan ahead of the first submission to NHS England on 17 December 2025. The committee provided feedback in respect of the proposed submission noting that some of the assumptions within the 2025/26 plan had not materialised with regard to matters such as reductions in non-criteria to reside numbers and the committee sought assurance that learnings had been applied to the development of the medium-term plan submission. The committee was assured that such assumed reductions within the 2026/27 plan were based purely on actions which were deemed to be within the Trust’s control. The committee suggested some changes with regard to the plan, particularly around growth assumptions in the cost base, and agreed to recommend the revised plan to the Board for approval. It was noted that more detail and reviews would be required prior to the final submission date in February 2026. The committee received an update in respect of the Trust’s cash position and supported a proposal to make a further request for cash support from NHS England for January 2026. The Trust reviewed and supported a proposal for transforming the Southern Counties Pathology network. Assurance: (Reports/Papers reviewed by the Committee also appearing on the Board agenda) 5.7 Finance Report for Month 8 Assurance Rating: Risk Rating: Substantial High • The Trust had reported an in-month deficit of £4.9m (£40m year-todate), which was consistent with the Trust’s Financial Recovery Plan. • November 2025 had been a challenging month due to costs associated with industrial action, patients with no criteria to reside and mental health patients. • The Trust had received c.£3m of income out of £6.1m for elective over-performance. • There had been a slight improvement in the Trust’s underlying deficit. Page 1 of 2 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. 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 13 January 2026 Committee: People & Organisational Development Committee Meeting Date: 21 November 2025 Key Messages: • • • • The committee reviewed the People Report for Month 7 including progress against the workforce plan. During October 2025, the overall workforce grew by 14 whole-time-equivalents (WTE). Although the substantive workforce had reduced by 15 WTE, there had been lowerthan-expected turnover and increased temporary staffing usage due in part to high sickness levels. The Trust remained on track, however, with respect to its Financial Recovery Plan trajectory. There were concerns about the response rate to the Staff Survey, which was below the national average. The Trust’s vaccination campaign for staff had started well with the uptake rate for the flu vaccine amongst staff at 43%. The committee considered the outputs of the review by NHS England of statutory and mandatory training and the implications for UHS. It was noted that a revised framework would facilitate passporting of training between NHS organisations. The Trust was aligned to the Core Skills Training Framework across six out of eleven areas and ten out of eleven areas for the Utilising E-Learning for Health material. The committee received an update in respect of the Trust’s Inclusion and Belonging strategy. It was noted that resource constraints and the impact of the current financial and operational environment on staff morale had impacted progress towards achievement of the objectives set out in the strategy. The committee reviewed the People risks contained within the Trust’s Board Assurance Framework. Assurance: N/A (Reports/Papers reviewed by the Committee also appearing on the Board agenda) 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. 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 5.2 ii) Committee Chair’s Report to the Trust Board of Directors 13 January 2026 Committee: People & Organisational Development Committee Meeting Date: 15 December 2025 Key Messages: Assurance: (Reports/Papers reviewed by the Committee also appearing on the Board agenda) • The committee reviewed the People Report for Month 8 (see below) including progress against the workforce plan and Financial Recovery Plan. • The committee considered the workforce implications of the Trust’s medium term plan submission, noting that there were a number of national expectations and targets, such as those relating to sickness rates and elimination of agency spend. In addition, the committee noted the risks associated with the plan, including those where the Trust was reliant on progress with respect to non-criteria to reside and mental health numbers. • The committee received an update regarding the Trust’s Violence and Aggression workstream, noting that the Trust had adopted a revised approach to violence, aggression and abuse directed at staff with a greater willingness to take action against violent/abusive patients and members of the public. A violence and aggression board had been established to provide executive oversight and leadership, and the Trust’s policy was being revised. This work would be accompanied by a comprehensive communication plan for both staff and members of the public. • The committee reviewed the Trust’s progress against its objectives for Year 4 of its People Strategy. 5.9 People Report for Month 8 Assurance Rating: Risk Rating: Substantial High • The overall workforce fell during November 2025, with substantive numbers falling by 52 whole-time-equivalents (WTE). However, temporary staffing use had increased during the month due to increased sickness and operational pressures, which offset much of the reduction in substantive numbers. • The Trust was over its original plan by 214 WTE despite a decrease of nearly 400 WTE since 31 March 2025. In order to hit the Trust’s Financial Recovery Plan target, the overall workforce would need to fall by a further 137 WTE (including a 72 WTE reduction in temporary staffing) by the end of March 2026. • A forecast based on the previous year’s temporary staffing usage for the remaining months of the year indicated that the Trust would end the year approximately 500 WTE above the Trust’s 2025/26 plan. • The Trust had submitted a baseline assessment against the 10 Point Plan to improve Resident Doctors’ working lives in August 2025, which indicated that the Trust compared favourably against other organisations in the South East. The main issues concerned space available for doctors to work in and timeliness of reimbursement of course-related expenses. • The Trust was expected to meet a target of 95% of job plans having been signed off prior to 31 March 2026. At the start of December 2025, 55% of job plans had been signed off. Page 1 of 2 Any Other Matters: • Sickness absence had increased in November 2025 to 4.2% in month due to seasonal illnesses. • The staff survey closed on 28 November 2025. The completion rate for the staff survey had been lower t
Url: /Media/UHS-website-2019/Docs/About-the-Trust/Trust-governance-and-corporate-docs/2026-Trust-documents/Papers-Trust-Board-13-January-2026.pdf

Papers Trust Board - 11 November 2025

Description: Date Time Location Chair Agenda Trust Board – Open Session 11/11/2025 9:00 - 13:00 Conference Room, Heartbeat Education Centre
Url: /Media/UHS-website-2019/Docs/About-the-Trust/Trust-governance-and-corporate-docs/2025-Trust-documents/Papers-Trust-Board-11-November-2025.pdf

Papers Trust Board - 29 November 2022

Description: Date Time Location Chair Agenda Trust Board – Open Session 29/11/2022 9:00 - 13:20 Conference Room, Heartbeat/Microsoft Teams
Url: /Media/UHS-website-2019/Docs/About-the-Trust/Trust-governance-and-corporate-docs/2022-Trust-documents/Papers-Trust-Board-29-November-2022.pdf

Annual-report-2018-19

Description: ANNUAL REPORT AND ACCOUNTS 2018/19 incorporating the quality account 2018/19 Presented to Parliament pursuant to Schedule 7, paragraph 25
Url: /Media/UHS-website-2019/Docs/About-the-Trust/Annual-reports-and-quality-accounts/annual-report-2018-19.pdf

Press release: Pioneering one-stop cancer clinic up for prestigious national award

Description: A pioneering one-stop clinic developed by clinicians in Southampton which speeds up access to pain relief and support for cancer patients has been recognised nationally for its success.
Url: /AboutTheTrust/Newsandpublications/Latestnews/2018/September-2018/Press-release-Pioneering-one-stop-cancer-clinic-up-for-prestigious-national-award.aspx

Hospital passport - all about me

Description: This booklet is All About Me For children, young people and adults with learning disabilities coming to Southampton University Hospital NHS Trust My name is: If I have to go to hospital this book needs to go with me. It gives hospital staff important information about me and make sure I get the best care. It needs to hang on the end of my bed and a copy should be put in my notes This passport belongs to me. Please return it when I am discharged Hospital staff— please look at my passport before any investigations, care or treatment. Things you must know about me Things that are important to me My likes and dislikes Either I have completed this passport, or a member of my family or support worker who knows me very well. Things you must know about me Name: Likes to be know as: Date of Birth: Address: Tel No: How I communicate/what language I speak: Family contact person: Relationship e.g. Mum, Dad: Address: Tel No: My support needs and who gives me the most support: My carer speaks: Date completed by 1 Things you must know about me Religion: Religious needs: Ethnicity GP: Address: Tel No: Other services/professionals involved with me: (e.g. social worker, health visitor and their contact numbers) Allergies Medical interventions—how to take my blood, giver injection BP etc Heart/Breathing problems: Risk of choking, Dysphagia (eating, drinking and swallowing) Date completed by 2 Things you must know about me Current Medication: My medical History and Treatment plan: What to do if I am anxious: Date completed by 3 Things that are important to me How to communicate with me: How I take medication: (Crushed tablets, injections, syrup) How do you know I am in pain: Moving around: (Posture in bed, walking aids) Personal Care: (Dressing, washing, etc) Date completed by 4 For children and Young people other Things that are important to me Play and Learning and development My college/school/nursery/playgroup is called I go to school on these days My play group leader/teacher is called My school Nurse is called My favourite toy and game to play is: My favourite music is: My developmental stage is (e.g. e.g. walking, crawling, sitting up, sitting unaided Date completed by 5 Things that are important to me Seeing/Hearing: (problems with sight or hearing How I eat: (Food cut up, risk of choking, help How I drink: (Drink small amounts, thickened fluids) How I keep safe: (Bed rails, support with challenging behaviour) How I use the toilet: (continence aids, help to get to toilet) Sleeping: (Sleep pattern/routine) Date completed by 6 My likes and dislikes Likes: for example—what makes me happy, things I like to do i.e. watching TV, reading, music, routines. Dilikes: for example—don't shout, food I don’t like, physical touch Things I Like Please do this: Things I don’t Like Don’t do this: Date completed by 7 Notes Additional Information which may be applicable and helpful for staff Catheter size and how often flushed Dressing Type Gastrostomy Tube type and size NJ/NGT size 8 Useful contacts Community Learning Disability Teams (CLDT) Southampton City Community Learning Disability Health Team 9.00am to 5pm Monday to Thursday: (023) 8029 4420 9.00am to 4.30pm Friday Southampton City Council Health & Adult Social Care Learning Disability Team 9.00am to 5pm Monday to Thursday: (023) 8029 4420 9.00am to 4.30pm Friday Out of hours and weekends after 5pm to 12 midnight: (023) 8023 3344 Hospital Liaison Nurses 9.00am to 5pm Monday to Thursday: 9.00am to 4.30pm Friday Tim HARRISON / Anna McMURRAY – Ext. 5367 – Bleep 9234 www.easyhealth.org.uk www.intellectualdisability.info www.mencap.org.uk/gettingitright Please contact the Community Learning Disability Team if you have any questions about the passport This Hospital Passport was developed by the South West London Access to Acute Group and based on original work by Gloucester Partnership NHS Trust. Thank you to The Baked Bean Theatre Company, members of our community, Wandsworth Community Learning Disability Team, members of the St Georges Access to Acute working party, Merton CTPLD Community Nurses and the Corporate Design department at Wandsworth Council who all inputted into the redesign of this document. 89
Url: /Media/UHS-website-2019/Docs/For-patients/Hospital-passport-all-about-me.pdf

Papers CoG 29.01.2026

Description: Date Time Location Chair Agenda Council of Governors 29/01/2026 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 14:02 3 Minutes of Previous Meeting 14:03 Approve the minutes of the previous meeting held on 28 October 2025 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 Non-Executive Director Appointment 14:26 Approve the appointment Sponsor: Jenni Douglas-Todd, Trust Chair 6.2 Chair and Non-Executive Director Appraisal Process 14:36 Approve the Chair and Non-Executive Director Appraisal Process Sponsor: Jenni Douglas-Todd, Trust Chair Attendee: Steve Harris, Chief People Officer 6.3 Governor Attendance at Council of Governors' Meetings 14:46 Review governor attendance at Council of Governors' meetings Sponsor: Jenni Douglas-Todd, Trust Chair Attendees: Craig Machell, Associate Director of Corporate Affairs and Company Secretary and Karen Russell, Council of Governors' Business Manager 6.4 Review Governors' Nomination Committee Terms of Reference 14:51 Approve the proposed changes to the Governors' Nomination Committee Terms of Reference Sponsor: Jenni Douglas-Todd, Trust Chair Attendees: Craig Machell, Associate Director of Corporate Affairs and Company Secretary and Karen Russell, Council of Governors' Business Manager 6.5 Council of Governors’ Annual Business Plan 14:55 Approve the Annual Business Plan for 2026/27 Sponsor: Jenni Douglas-Todd, Trust Chair Attendee: Karen Russell, Council of Governors' Business Manager 6.6 Review Audit and Risk Committee Terms of Reference 14:59 Following review by the Audit and Risk Committee no changes are proposed Sponsor: Keith Evans, Audit and Risk Committee Chair Attendee: Craig Machell, Associate Director of Corporate Affairs and Company Secretary 7 Membership Engagement and Governor Activity 7.1 Membership Engagement 15:04 Receive the report Sponsor: Jenni Douglas-Todd, Trust Chair Attendee: Sam Dolton, Events and Membership Officer 7.2 Governors' Nomination Committee Feedback 15:14 Chair: Jenni Douglas-Todd, Trust Chair 8 Review of Meeting 15:19 Review and feedback on the content of this meeting Sponsor: Jenni Douglas-Todd, Trust Chair 9 Any Other Business 15:24 Raise any relevant or urgent matters that are not on the agenda 10 Date of Next Meeting: 22 April 2026 15:29 Note the date of the next meeting Page 2 Minutes - Council of Governors (CoG) Open Session Date Time Location Chair Present 28 October 2025 14.00-15.40 Conference Room, Heartbeat Education Centre and Microsoft Teams Jenni Douglas-Todd, Trust Chair Jenni Douglas-Todd, Trust Chair Shirley Anderson, Elected, New Forest, Eastleigh and Test Valley Tara Cavell, Elected, New Forest, Eastleigh and Test Valley Patricia Crates, Elected, New Forest, Eastleigh and Test Valley Lesley Gilder, Elected, Southampton City Ben Grassby, Elected, Rest of England and Wales Richard Green, Elected, Southampton City Martin Hall, Elected, New Forest, Eastleigh and Test Valley Simon Jacob, Elected, Nursing and Midwifery Staff Councillor Pam Kenny, Appointed, Southampton City Council Professor Sue Latter, Appointed, University of Southampton Jenny Lawrie, Elected, Southampton City Brian Lovell, Elected, Rest of England and Wales Councillor Louise Parker-Jones, Appointed, Hampshire County Council Cat Rushworth, Elected, Isle of Wight Karen Smith-Baker, Elected, Health Professional and Health Scientist Staff Stephanie Stinton, Elected, Southampton City Liz Taylor, Elected, Non-Clinical and Support Staff Mike Williams, Elected, New Forest, Eastleigh and Test Valley JDT SA TC PC LG BG RG MH SJ PK SL JL BL LPJ CR KSB SS LT MW In attendance Tracey Burt, Minutes TB Sam Dolton, Events and Membership Officer (for item 7.1) 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 Karen Russell, Council of Governors’ Business Manager KR David Watts, Corporate Affairs DW Apologies Professor Cathy Barnes, Appointed, Solent University CB Sathish Harinarayanan, Elected, Medical Practitioners and Dental SH Staff 1 Chair’s Welcome and Opening Comments The Chair welcomed everyone to the meeting, particularly the new governors. She also congratulated the governors who had been re-elected for a second term. 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 16 July 2025 were approved as an accurate record of the meeting. 1 4 Matters Arising/Summary of Agreed Actions It was noted that the two action items had been completed. No. 1277 - the Communications Team was under pressure in terms of resourcing and SD had taken on additional roles within the team. He had, however, agreed to attend future CoG meetings (either in person or via MS Teams) to give the Membership report and to answer any questions. No. 1278 - SD would update the CoG regarding the Gypsy, Roma and Traveller community, when we joined the meeting for item 7.1. 5 Strategy, Quality and Performance 5.1 Chief Executive Officer’s Performance Report The Chair welcomed DAF to the meeting to present his report. He told governors that he would outline where the Trust was, as an organisation and also talk about the wider NHS. He advised that the current intensity and pressure within the wider NHS had filtered down to Trusts very quickly. There were now two forms of league tables, one of which was in the public domain and looked at around twenty metrics regarding hospital performance. It included all acute hospitals (including those that specialised in only one area of medicine, e.g. cancer) and UHS had come 48th out of 134. He also advised that financial over-rides meant that UHS was below other organisations who had a worse gross score but were not in financial difficulty. Each week the Trust received league tables for Emergency Department (ED) four-hour performance and the percentage of patients waiting less than 18 weeks for treatment. During mid to late summer ED performance had been relatively strong but it had deteriorated in the last couple of weeks and the Trust was committed to making improvements. It was, however, in the top quartile for its 12hour performance. DAF advised that the level of demand on services at UHS was greater than its capacity to treat patients and did not match the funding it received. The Trust Board had therefore taken the decision that the hospital should reduce some of its activity so that it was better aligned to the money it received. Consequently, the waiting list for the treatment of some benign conditions had risen. There were still extensive recruitment controls in place and the Trust was aiming to only replace 7 out of 10 clinical staff. Innovative ways of working were being considered and DAF acknowledged that there were pockets of staff unhappiness around the organisation. In recent weeks there had been an increase in the level of violence and aggression towards staff. Flags were being seen in and around the hospital and DAF advised that there was a cohort of society who were prepared to say things that were inconsistent with the values of UHS. Whilst the Trust had a policy of zero tolerance, calling out such behaviour was often seen as a badge of honour. A member of the public had recently been banned from attending UHS, other than for “life and limb” need. It was the first time the hospital had taken such a decision, due to racist behaviour, and both the patient and his GP had been written to. In response to questions from governors, DAF said that these patients were not flagged across the wider NHS but he had raised the matter at a national level. 2 The Trust was empowering UHS staff to take action and the message around zero tolerance had been shared with the local community. The CoG was supportive of the action the Trust had taken and was keen to support the staff and Trust Board in strengthening its message around zero tolerance. DAF said that whilst the situation within the NHS was currently tricky, there were a number of things that gave him hope. The link between activity and money was being re-established and he thought that the financial architecture would improve during 2026. He noted that: • the UHS strategy document he had written 5 years ago was being refreshed to take into account a 10-year plan. • the Trust had been given funding for an urgent treatment centre at UHS. It would be in addition to the one at the Royal South Hants, separate to ED and would have its own staff. • the Trust and the University of Southampton had agreed to swap various buildings. It would enable the university to develop a flagship immunology centre at the hospital, while UHS developed the personalised medicine agenda on the university site at Chilworth. • the Trust was in negotiation with a private sector company regarding the potential provision of a five-theatre estate (from April 2026). PC said that Romsey residents had been dismayed that the phlebotomy service at Romsey hospital had been lost. DAF acknowledged that it had been a difficult decision and it was hoped that local GPs would carry out some of the work, while other residents used the service at UHS. 6 Governance 6.1 Governor Attendance at Council of Governors’ Meetings KR noted that if a governor failed to attend two successive meetings of the CoG, they would be contacted to ensure that their absences were due to reasonable cause and that they would soon be able to attend again. The Chair advised that a governor had been contacted, as they had missed two successive meetings. Their absences had, however, been for good reason. Decision: The CoG agreed that the correct process had been followed to confirm that the failure of a current governor to attend two successive meetings of the CoG had been due to reasonable causes and they would attend future meetings within a reasonable period. 6.2 Review of Council of Governors’ Expenses Reimbursement Protocol CM advised that he and KR had reviewed the Council of Governors’ Expenses Reimbursement Protocol. A few minor changes had been made and could be seen as tracked changes on the document circulated with the meeting papers. Decision: The CoG approved the proposed changes to the Council of Governors’ Expenses Reimbursement Protocol. 6.3 Appointment of Deputy Chair The Chair advised that the current deputy chair, Keith Evans, Non-Executive Director (NED), would come to the end of his second term of office on 31 January 3 2026. A new deputy chair therefore needed to be appointed and the process to enable that had taken place. The Chair recommended to the CoG that Jane Harwood, NED and Senior Independent Director (SID) be appointed to the role with effect from 1 October 2025. Decision: The CoG approved the appointment of Jane Harwood as Deputy Chair with effect from 1 October 2025. 7 Membership Engagement and Governor Activity 7.1 Membership Engagement The Chair welcomed SD, Events and Membership Officer, to the meeting and he introduced himself to the governors. He highlighted the following from the Membership Engagement report: • the autumn edition of the quarterly digital magazine for members would go out shortly. • the Trust’s annual members meeting had been held on 8 October 2025 and several governors had attended. The feedback had been positive and those attending had appreciated the clear insight given into both the successes and challenges within UHS. Suggestions for improvements to future annual meetings had included allowing more time for Q&As and to enjoy the exhibitions. Also, that microphones would make hearing easier. • during the nomination stage for local CoG elections, postal members had been given the option to become email members or to continue as postal members. If they had not responded, they were removed from the membership database. Consequently, there had been a significant reduction in postal members, which had saved the Trust over £2,200 on printing and postage costs during the ballot stage for the CoG elections. • 39 new members had joined the Trust since the last CoG meeting in July 2025. SD thanked the governors who had helped to man the UHS stall at Southampton Pride in the summer, when attendees had been encouraged to become Trust members. With regard to the outstanding action item (1278) where it had been noted that there were currently no members from the Gypsy, Roma and Traveller (GRT) community, SD advised that he had spoken with other Trusts and they had all acknowledged that it was a challenging group to engage with. The following comments were made: • UHS had previously employed a GRT Liaison Lead but there was no longer funding for the post. • much of the work to engage with the GRT community was now being done by the local Integrated Care Board (ICB). • SD advised that reports were available on the work being done at a regional level and he was willing to introduce governors to the appropriate people. • not all GRT communities were mobile and data held by schools may be helpful. • SA suggested that governors needed to consider how they reached out to their constituents, including the GRT community. SD said that social media and attendance at local events was used but he acknowledged that other opportunities could be considered (e.g. the use of QR codes). 7.2 Governors’ Nomination Committee Feedback The Chair advised that: • the Trust had engaged Odgers Berndtson, an executive recruitment company, to help with the search for a new Audit and Risk Committee Chair, as Keith Evans, NED, was due to leave. The Governors’ Nomination Committee (GNC) 4 and others (e.g. UHS executives and NEDs) would be involved in the final interview of candidates. • Tim Peachey, NED and Chair of the Quality Committee, had agreed to extend his term of office for another 12 months, to September 2026. The process to recruit a replacement for him would begin in February/March 2026. • a replacement for Jane Harwood, NED, would also need to be found as her term of office would come to an end in September 2026. • if the Trust’s financial position improved next year, a decision may be made to replace the NED post previously held by Dave Bennett. The CoG would be kept up to date regarding developments. 8 Review of Meeting The following comments were made: • sound quality continued to be an issue. • the governors had appreciated DAF’s open, honest and transparent presentation, which had been easy to understand. They also commended him on his work to make the hospital a safe place for staff. The Chair agreed to pass on the feedback to him. • governors would have appreciated hearing more about the Trust’s Violence and Aggression policy. CM noted that it was currently being reviewed but could be an agenda item for a future CoG meeting. 9 Any Other Business • the Chair thanked JL who had been elected as Deputy Lead Governor and BL who had been appointed to the GNC. • PC encouraged governors to attend the carol service being held at Romsey Abbey on 1 December 2025. Money raised from tickets would go to the Southampton Hospital Charity. • CR advised that the campaign on the Isle of Wight to raise money to buy a minibus to transport its residents with cancer to appointments in Southampton, had been successful and a Daisy Ring Bus was now operational. Local volunteers were being sought to drive it. The Chair thanked governors for their attendance and said that she looked forward to seeing them at the Strategy Day in December. 10 Date of Next Meeting The next meeting of the CoG would be held on 29 January 2026. 5 Item 5.1 Report to the Council of Governors - 29 January 2026 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 x 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 x x x 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 2026 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 September to November 2025, noting that some performance data is reported further in arrears and therefore unavailable. Notable features of the quarter include:• The Trust continues to face a highly challenging financial position, reporting a £41m deficit at Month 8, despite delivering £58m of savings, and has implemented a financial recovery plan to improve the run-rate. • Capital spending is on track, with over £55m to be invested this year, including £6m investment in the emergency department to establish an urgent treatment centre supporting improved patient flow. • Emergency care pressures persisted, with performance dipping in October but improving to 63.0% for four-hour performance in November supported by redesigned urgent care pathways. • The overall waiting list has stabilised across Q3, with focused work reaping benefits through the reduction of long waiting patients as we make progress towards zero 65-week waiters, one percent of patients waiting over 52 weeks and a much improved performance position by the end of the financial year. • Cancer performance remains strong for the 28-day faster diagnosis standard (81.3%), with ongoing efforts to increase capacity and maintain resilience against rising demand. • Safety indicators highlight two never events and a small number of PSIIs under formal review, alongside targeted improvements in infection control and IV cannula practice. • Friends and Family Test results remain positive overall, with 94% positive feedback, and new initiatives introduced such as QR codes at bedsides and a health inequalities dashboard. • Workforce data shows turnover stable at around 10%, sickness slightly above target, and the annual national staff survey in progress during the quarter. 2. Safety Infection Control Clostridium Difficile infection MRSA Bacterium infection E. Coli Target 78.0% September 2025 67.6% October November 2025 2025 58.4% 63.01% October performance reflected a significantly challenging month within the emergency department due to attendance volumes and complexity of arrivals resulting in increased admissions. However, in November, 63.0% of patients spent less than four hours in the department reflecting an improvement of 4.6% and above our in year performance plan. The key focus area in November was the redesign of urgent care areas into a same day emergency care service for ambulatory and minors’ pathways. This is part of a series of planned pathway improvements designed to drive improvements towards the national target of 78% by March 2026. Referral to Treatment (RTT) Target % incomplete pathways within 18 weeks in month Total patients on a waiting list => 92% September 2025 61.0% 63,160 October 2025 60.9% 63,960 November 2025 60.7% 63,399 The organisation has been managing an increasing waiting list throughout the first six months of the year as referrals increased in key specialties and outsourced capacity was limited to drive financial stability. Waiting list performance has stabilised in quarter three and significant progress has now been made in reducing the volume of long waiting patients as we target zero patients over 65 weeks and the national target of 1% of the waiting list being above 52 weeks. Aligned with national ambitions, the Trust has increased its focus on pathway validation and patient communication to ensure pathways are well managed. Cancer Target Faster Diagnosis - within 28 days 31 Day target - decision to treat to first definitive treatment 62 day target - urgent referral to first definitive treatment > =77% => 96% => 70% August 2025 80.5% 94.7% 75.9% September 2025 81.2% October 2025 81.3% 93.6% 94.3% 72.2% 73.5% The Trust has maintained strong performance for the 28 day faster diagnosis pathway element achieving 81.3% for the latest validated month (October 2025). Performance for the 31day metric Page 4 of 6 (94.3%) and 62 day metric (73.5%) are both marginally short of the national targets, but all services are committed to maximising capacity, appropriately managing referrals and optimising pathways to achieve the performance ambitions set at the start of the year. Challenges have emerged throughout the financial year, but services have maintained flexibility through insourcing and weekend working to ensure cancer patients are appropriately prioritised. In some areas this has been supported through funding from the Cancer Alliance. 5. Finance The financial environment remains extremely challenging for UHS as we approach the final quarter of the financial year. The Trust’s plan for 2025/26 targeted a financial breakeven position, which was predicated on the achievement of £110m of savings. This level of savings achievement represents 8% of turnover and would be a record for UHS if delivered. The financial architecture in 2025/26 has also meant a greater proportion of the Trust’s income is fixed (or capped) therefore savings are required to be achieved mainly via cost out schemes covering both pay and non pay. All areas were asked to explore workforce reductions (5% for clinical divisions and 10% for corporate areas) and a financial improvement group was established, chaired by the CEO, and supported by the CFO and Director of Financial Improvement, to help drive the pace of efficiency improvement in a mindful way. Despite significant progress with savings achievement (over £58m achieved as at the end of November), at M8 the Trust is reporting a deficit of £41m which is £24m behind plan. The Trust has faced a number of pressures, including: 1. The Trust continues to have significant operational pressures, with the level of demand on the hospital exceeding the level of activity funded by commissioners. 2. Non-criteria to reside numbers have increased to peaks of over 275 from an average of 215 in 2024/25. This is over 20% of the Trust’s bed base and has a significant cost in addition to clinical risks of patient deconditioning and infection. This remains a focus of the inpatient flow programme. 3. Mental health patient demand has grown from previous years with patients often requiring enhanced levels of support at a premium cost to the Trust. UHS continues to work with system providers on improvements for this patient group. 4. The Trust set an extremely challenging savings target, and it has proven challenging to deliver savings to the level and pace required. Due to scale of the variance to plan and deficit trajectory if the prevailing run rate continued, a financial recovery plan has been implemented, supported by the Trust board and other system partners. This targets further improvement over the remainder of 2025/26, which has generated favourable movements in the Trusts’ deficit run rate and will help provide a more sustainable footing for the future. There is however a significant risk to the delivery of the plan, with the Trust estimating unmitigated inyear risks of £55m. We are however striving to deliver further financial improvements. The deficit has put a strain on the cash position of the Trust, and we have therefore required additional cash support from NHS England, which has been received. Further to this the Trust remains on target to spend its full capital allocation for 2025/26 totalling over £55m, for which £29m is externally funded following successful grant/business case applications. This includes further investment in the emergency department of £6m to establish an urgent treatment centre supporting improved patient flow. This continued investment in capacity, digital and infrastructure helps support continued ongoing financial sustainability and efficiency improvements. Page 5 of 6 6. Human Resources Indicator Staff recommend UHS as a place to work % Staff survey engagement score (out of 10) Q1 25/26 47.7% 6.39 Q2 25/26 53.2% 6.60 During quarter three, the national and annual staff survey is live and therefore open for responses to individuals within the organisation. Results from this will be subject to embargo and not openly available until March 2026. Quarterly pulse survey data will be available for next quarter’s reporting. Indicator Target Staff Turnover (internal target; rolling 12 month) Sickness absence 12-month rolling (internal target) <=13.6% <=3.9% September 2025 10.4% 3.8% October 2025 10.9% 4.4% November 2025 10.1% 4.1% Turnover: In November 2025, there was a total of 114.5 WTE leavers, 34.3 WTE more than October 2025 (80.2 WTE). Division C recorded the highest number of leavers (44.8 WTE). Within Division C, the Clinical Services staff group had the highest number of leavers (15.3 WTE). Divisions A and Trust HQ had the second and third highest number of leavers (28.5 and 24.6 WTE respectively); with the largest number of leavers for Division A being the Nursing and Midwifery Registered staff group (10.3 WTE), while in Trust HQ Admin & Clerical staff group accounted for 14.5 WTE leavers. Sickness: The current 12 month rolling sickness rate is 4.1% (as of November 2025), this is 0.2% above the 3.9% target. For November 2025, in-month sickness is at 4.2%, an increase on October 2025 (4.1%) and year-to-date sickness is 3.69%. Page 6 of 6 Item 6.1 Report to the Council of Governors - 29 January 2026 Title: Non-Executive Director Appointment Sponsor: Jenni Douglas-Todd, Trust Chair Author: 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 appointment and reappointment of non-executive directors (NEDs) is one of the statutory responsibilities of the Council of Governors (CoG) role following recommendation by the Governors’ Nomination Committee (GNC). Keith Evans (KE) will reach the end of his second term of office as a NED and Chair of the Audit and Risk Committee on 31 January 2026. There will therefore be a vacancy for an independent NED on the board of directors (Board). At its meeting on 28 October 2025, the CoG was advised that following consultation with the GNC, the Trust had engaged Odgers Berndtson, an executive recruitment company, to help with the search for a replacement for KE. The GNC has undertaken a recruitment and selection process for a new NED and Chair of the Audit and Risk Committee and has identified a suitable candidate for appointment by the CoG. Contents: The attached paper provides details of this process, and the candidate proposed for appointment. Risk(s): N/A Equality Impact Consideration: N/A Non-Executive Director Appointment Background The appointment and reappointment of non-executive directors (NEDs) is one of the statutory responsibilities of the Council of Governors (CoG) role following recommendation by the Governors’ Nomination Committee (GNC). Keith Evans (KE) will reach the end of his second term of office as a NED and Chair of the Audit and Risk Committee on 31 January 2026. There will therefore be a vacancy for an independent NED on the board of directors (Board). At its meeting on 28 October 2025, the CoG was advised that following consultation with the GNC, the Trust had engaged Odgers Berndtson, an executive recruitment company, to help with the search for a replacement for KE. The GNC has undertaken a recruitment and selection process for a new NED and Chair of the Audit and Risk Committee and has identified a suitable candidate for appointment by the CoG. When considering the appointment of a non-executive director, the GNC and the CoG should consider: • the composition of the current Board, including in terms of its skills, knowledge and diversity; • the individual’s other commitments and the time available for the role; and • independence. Recruitment Process External advertisement is a requirement for any full appointment to an NED role. The GNC considered proposals from three executive recruitment companies to identify a replacement NED and Chair of the Audit and Risk Committee and unanimously agreed to engage Odgers Berndtson. The selection process included the following: Longlisting meeting with members of the GNC Shortlisting meeting with members of the GNC Stakeholder panel with representation from the Board, and the Hampshire and Isle of Wight ICB Final interview panel with members of the GNC 13 November 2025 2 December 2025 8/9 December 2025 15 December 2025 Applications received were as follows: Applications longlisted 16 Applications shortlisted 6 Applications invited to stakeholder sessions 6 Applications invited to final interview 4 Recommendation Following completion of the selection process, one candidate, Steven Peacock, is recommended for appointment. His CV is attached as an appendix. Steven is an experienced finance leader with a career spanning senior executive and nonexecutive roles across PLCs, venture capital-backed businesses, charities and the NHS. He combines deep financial expertise with strategic leadership and governance experience and has worked in a range of complex environments. He has chaired audit committees for Dorset Healthcare and Royal Bournemouth and Christchurch Hospitals ensuring effective internal control, risk management and compliance with accounting standards and has experience of offering challenge and support to boards to strengthen governance in highly regulated environments. He has served as a NED for Dorset Healthcare since 2020 and previously for Royal Bournemouth and Christchurch Hospitals for eight years (where he also held the position of Vice Chair) working closely with executives and governors, providing oversight of finance, performance and quality during periods of significant operational and strategic change. This role will come to an end in March 2026 on completion of his second term of office. Steven’s executive career includes senior roles at Estée Lauder, WH Smith Travel and Homebase, where he delivered efficiency improvements and large-scale operational change. He has experience of balancing financial control with commercial acumen and has delivered multimillion-pound cost savings. He has championed equality, diversity and inclusion, serving as Executive Sponsor for the RNLI’s LGBTQ+ network and embedding inclusive practices into organisational culture. Steven has nearly 14 years of NHS non-executive experience, including roles as Audit Committee Chair for two organisations, Senior Independent Director and Vice Chair. He is keen to continue contributing to the NHS and sees this role as a chance to apply his financial and risk expertise to support a successful acute provider in a health system he knows. The recommended candidate will be subject to the ‘fit and proper’ persons checks and declaration processes applicable to directors prior to appointment and annual fit and proper persons checks and declaration processes thereafter. As recommended by the Governors’ Nomination Committee following its meeting on 20 January 2026, the Council of Governors is asked to approve that: • Steven Peacock is appointed as a non-executive director for a three-year term on the standard terms and conditions for non-executive director appointments, including the current annual fee of £14,000 as remuneration for the role. • A supplement of £2000 per annum is also payable for the additional role as Chair of the Audit and Risk Committee. The appointment will be subject to the proper completion of the ‘fit and proper’ persons checks and declarations processes referred to above. Steven Michael Peacock FCA Career Summary: An experienced Chartered Accountant with a proven track record in PLC, Venture Capital, Not for Profit and Charity Organisations both as an Executive and Non-Executive at main board level. I am comfortable in working in complex governance environments and have extensive experience in managing broad stakeholder groups including Trustees at Board level and formal committee settings. I am commercial, strategic and pragmatic in my approach, which coupled with my collaborative style and ability to generate and deliver change has led to portfolios and remits extending beyond finance – including commercial roles, oversight of IT, Procurement and being the SRO for a variety of organisational strategic programmes. As a Non-Executive Director (NED), I have nearly 14 years of experience in the NHS working as a Unitary Board member, and over this time I have experienced first-hand the risks and opportunities of the challenging environment faced by the NHS and the evolving healthcare ecosystem. I have held roles including Audit Committee Chair (for 2 organisations), Finance Committee member, Freedom to Speak Up Non-Exec lead, Senior Independent Director and Vice Chair. This gives me a clear insight into the needs and challenges of Executives and Non-Executives and how I can support, in either capacity. I am a keen advocate for Equality, Diversity and Inclusion and was proud to be the Executive Sponsor at the RNLI for the Harbour Network that supports the developing LGBTQ+ agenda. Current Employment: a. National Trust February 2025 – Current Chief Finance Officer • Accountable for all financial matters of the National Trust, covering England, Wales and Northern Ireland. • Role includes exec responsibility for IT, Procurement, Internal Audit, Risk Management, Pensions & Governance. • Focused on delivering org-wide restructuring to support, longer term strategic need & near term financial imperatives. b. Dorset Healthcare University Foundation Trust March 2020 – Current The Trust is responsible for all mental health services and many physical health services in Dorset, delivering both hospital and community-based care. Serving a population of nearly 800,000 people and employing around 6,000 staff across over 300 sites with a Turnover of c. £250M. My 2nd 3 year term will be coming to an end in the next 5 months Non Executive Director Audit Committee Chair (March 2020 – Current) Senior Independent Director (March 2020 – March 2023) Stepped down in line with NHS Guidance of Audit Chair conflicts. Further Employment History: c. RNLI February 2018 – February 2025 Chief Finance Officer • Accountable for all financial matters of the RNLI both domestically and internationally. • Developing an inclusive mindset to finance as an ‘enabler’, supporting the strategic ambition of the RNLI. Good financial governance is the responsibility of all colleagues in the RNLI. • June 2018 – responsibility broadened to include Strategic & Business Planning, Project Management Office (PMO) & Continuous Improvement (Lean) functions. • September 2020 – appointed Senior Responsible Officer (SRO) for the organisation wide Strategic Programme known as ‘Evolving Regionalisation’ which in summary seeks to: • Design & implement ‘empowerment within a framework’ to support decision-making nearest the point of need. • Engage the whole organisation in cross functional, collaborative working with a customer focused mindset – Making the life of the volunteer on the coast as easy as possible. • December 2023 – appointed lead for financial transformation programme – delivering initial diagnostic review and feasibility assessment aimed at delivering sustainable and strategic right-sizing. • April 2024 – appointed SRO for Finance ERP system implementation and payroll transition. Some key deliverables to date • Led the financial strategy of the RNLI through the Pandemic. • Performed a strategic finance review of the RNLI identifying the financial challenges that face the RNLI and a plan to support the long-term financial sustainability whilst delivering on its key strategic objectives. • This work supported me leading a major ‘right-sizing’ initiative across the RNLI. All delivered pre-pandemic. • A focus on developing the mindset of the organisation to become more financially aware ‘Living within our means’. • Reorganised the Finance function to reduce costs of the function by 15%, with increased accountability and improving decision support. d. Estee Lauder January 2012 – January 2018 Estee Lauder is a worldwide organisation with a turnover of c $9bn. Financial Services Group Director • For the UK Region (Turnover of c$1bn) and UK representative on the ‘Estee Lauder - Global Centre of Excellence for Finance’. • Finance lead on the strategy development for the UK across all of the Estee Lauder brands. • Leading a team to manage financial, trading and operational areas of the organisation. • Improved efficiency through automation and organisation that removed c.10% of costs– including areas such as financial accounting, payroll & accounts payable/receivable. • Improved profitability through areas like: o A focus on removing unnecessary head office and field cost – revised expenses policy (£3M saving pa), a focus on conference and related costs (£2M saving p.a.) – part of the historical working practices that were a challenge to overcome. o A focus on ‘in store’ costs – staff costs were the biggest P&L line outside of ‘Cost of Goods’ – required a dedicated specific project – see below • Improved balance sheet focus & cash-flow productivity (+£10M cash p.a.) through focus on areas including cashflow, stock management, fixed assets control management (new stores and refits as well as larger investment projects) • A focus on ‘if it was my money’ was a catalyst in the change of behaviour that was required in the delivery of the above. • Finance lead on acquisitions integration into core business in the UK. • Previous experience as Finance Director for the ‘On-line’ Business –focus on delivering an on line vs off line focus Programme Director – Selling Effectiveness September 2014 • In addition to my financial responsibilities, I was also appointed the Programme Director for a major multi-million pound investment in the UK. This work stream provided a key deliverable in the Estee Strategic Vision. • A global leading strategic initiative that scoped how Estee Lauder would deliver exceptional customer service in stores whilst delivering a focus on customer and staff engagement, brand loyalty, sales and profitability. • The programme had a remit including the re-development & automation of ‘in-store’ processes including the implementation of a Workforce Management System and the development of improved Omni Channel capabilities in the UK. e. Royal Bournemouth & Christchurch Hospitals Foundation Trust Sept 2009 – Sept 2017 An Acute Hospital in Bournemouth supporting a local population of 550,000. Re-appointed in 2013 and 2016. In September 2017 completed my maximum allowed 8 year tenure as a Non-Exec with an NHS Trust. Non Executive Director & Vice Chairman Appointed Vice Chairman in September 2015. Held positions as Chair of the Audit Committee & Member of the Finance, Remuneration & Charity Committees Trustee of the Royal Bournemouth Hospital Charity. • Challenge and support the Board in strategic direction and operational delivery. • To ensure an effective system of internal control, risk management and corporate governance is in place. • To ensure that financial statements comply with accounting policies and practices. • To challenge and support the transition to a focus on Performance, Quality and Value for Money in a very challenging environment. • Trust now recognised as one of the High Performing Trusts in the UK. f. WH Smiths (Travel) PLC: June 2010 – Dec 2011 Travel had a T/O c£450m with outlets in predominantly travel locations eg Airports, Rail Stations but also Hospitals. Interim Finance Director • Focus of my interim role was to: • Shape the long-term financial strategy for Travel. • Improve the credibility of the finance function. • To reshape the team into a decision support function. g. Homebase Limited: July 99 – Nov 08 UK's 2nd largest home improvement retailer. T/O c£1.6bn from 300 out-of-town stores throughout the UK & Ireland Trading Director – Showroom (Sept 05 – Nov 08) • Promoted into a Commercial role heading up the key strategic growth categories nationally. • Full operational trading ownership and strategic development of the ‘Showroom’ – which includes Kitchens, Bathrooms, Furniture, Conservatories and Fireside. • Responsible for customer order fulfilment (Home Delivery) and customer service management (Call Centre). • Full P&L management and budgeting responsibility for £300m annual turnover with all the associated costs of sale including Home Delivery and Customer Service (call centre) infrastructure. • Responsible for the leadership and development of a team of 50 core personnel and c.100 within the call centre and warehouse functions. • Delivered double digit LFL growth in the showroom areas, • Lead a programme to deliver a ‘test before invest’ programme for implementing new ranges of kitchens & bathrooms in store showrooms saving millions from the cost of poor store implementations, • Set up a national kitchen installation service as a key part of the kitchen service offering. • Lead the set-up of a new warehouse to support the bathrooms business as we changed to a direct sourcing model from the Far East and Eastern Europe delivering significant cost reduction (5% improvement in GP%) from sourcing directly. Head of Commercial Finance (July 99 – Sept 05) • Overall financial responsibility for Buying, Stock Merchandising, Distribution and Marketing for Homebase • I led this function through the challenges of changing corporate ownership from PLC (Sainsbury’s) to VC (Permira) to PLC (GUS – subsequently Home Retail Group). This involved the finance function evolving its approach to support the significant changes in emphasis and priorities as a result of changes in ownership. • I developed the role of the team to a respected commercial function where involvement is actively sought in decision making, from a team historically suppressed to cost control only. Employment History Summary: Company: Arthur Andersen Position Held: Insolvency Specialist Period: October 1990 – October 1995 I worked within Corporate Recovery on a wide range of Insolvencies and Bank Investigations across many different sectors - ranging from large organisations such as The Maxwell Group and Leyland DAF to a Holiday Park on the Isle of Wight. My role involved taking control of the business and assets, quickly assessing the best route to realise value for the lender and lead the negotiations for the onward sale of business and assets. Company: Kingfisher Group (Superdrug) Position Held: Business Analyst – Marketing/Pricing Period: November 1995 – November 1996 Responsible for the reporting and recommendation on ROI for National Marketing and Promotional activity. Also devised and implemented a national competitor price monitoring system to improve business performance. Company: Fosters Brewing Group, Australia Position Held: New Business/Acquisitions Analyst Period: December 1996 – October 1997 Commercial manager focusing on ‘New Business’ opportunities. (1) New Concepts within the existing portfolio of ‘Tied’ Public Houses and (2) the Acquisition of new companies to expand the portfolio – including an AU$300m acquisition. Returning from Australia: October 1997 – December 1997 Travelled around Australia and South East Asia Company: United Biscuits (McVities/KP) Position Held: Commercial and Finance Manager – Vending Division Period: December 1997 – July 1999 New Business Development Manager for ‘Workplace Vending’, tasked with converting the initially complex proposition into a business plan. Achieved Board approval to Regional Test and subsequently took the venture through to national roll-out. Education: Arthur Andersen Higher Education Secondary School Chartered Accountant – Qualified 1994 1st Class Honours – Economics 12 ‘0’ Levels, 3 ‘A’ Levels Other Interests: I am a keen cyclist, runner and sailor to balance out my love of good food! Now our children are less dependent my wife and I are rekindling our enjoyment of long walks and exploration with our dog, Salty. Item 6.2 Report to the Council of Governors - 29 January 2026 Title: Chair and Non-Executive Director Appraisal Process 2025/26 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. NHS England (NHSE) also requires all trusts to undertake a robust board appraisal process. This year UHS will be using the new revised NHSE appraisal process guidance that was published in 2025. Following recommendation by the GNC at its meeting on 20 January 2026, the CoG is asked to approve the Chair and NED appraisal process for 2025/26. Contents: The attached paper sets out the proposed appraisal process for 2025/26. Risk(s): N/A Equality Impact Consideration: N/A Chair and Non-Executive Director (NED) Appraisal Process for 2025/26 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 aims to complete the process by 30 April this year. 1.3 The new NHS England (NHSE) Fit and Proper Person Framework for boards was introduced with effect from 30 September 2023, followed by the new board member appraisal guidance on 1 April 2025. This guidance outlines NHSE’s expectations and recommendations in the completion of board member appraisals. It has been developed in service of board effectiveness and to ensure a consistent and standard approach to appraisal. UHS had completed its appraisal processes prior the implementation of the new guidance last year and therefore this is our first year of using the revised process. 1.4 This paper sets out the proposed process and timescales for the Chair and NED appraisals for 2025/26. 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. • Support the process through seeking multi source feedback from other board members and governors. • Reflect on the NHSE leadership competency framework for board members. • Reflect on the 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 a performance rating in line with NHS guidelines. • Provide overall reporting and assurance to the GNC and CoG. 2.4 Feedback forms based on the new NHSE appraisal guidance will be provided to governors for completion. The Trust’s NED appraisal process is in line with guidance published by NHS England (NHSE). 2.5 The Trust will review NEDs against our existing Trust values. The values set out in the NHS framework map with the Trust’s own values and therefore this is deemed a reasonable approach within the framework. 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. 3.2 A summary of the Chair’s a
Url: /Media/UHS-website-2019/Docs/About-the-Trust/Governors/Papers-CoG-29.01.2026.pdf

Papers Trust Board - 15 July 2025

Description: Agenda Trust Board – Open Session Date 15/07/2025 Time 9:00 - 13:00 Location Conference Room, Heartbeat Education Centre Chair
Url: /Media/UHS-website-2019/Docs/About-the-Trust/Trust-governance-and-corporate-docs/2025-Trust-documents/Papers-Trust-Board-15-July-2025.pdf

UHS AR 23-24 Final

Description: 2023/24 Incorporating the quality account University Hospital Southampton NHS Foundation Trust Annual Report and Accounts 2023/24 Presented to Parliament
Url: /Media/UHS-website-2019/Docs/About-the-Trust/Annual-reports-and-quality-accounts/UHS-AR-23-24-Final.pdf

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