Candidate Brief - Improvement · a North Central London Sustainability and Transformation Plan...

Candidate Brief, September 2016 1

Non-Executive Director, Camden and Islington NHS Foundation Trust

www.odgersberndtson.com

Candidate Brief

Brief for the position of

Non-Executive Director, Camden and Islington NHS

Foundation Trust

September 2016

Contents

Background Page 2

Job Description Page 10

Person Specification Page 14

Application & Selection Process Page 16

Appendix I: Terms and Conditions Page 18

Appendix II: The Nolan Principles Page 30




Background

Camden and Islington NHS Foundation Trust is an outward looking ambitious organisation with a strong reputation for providing high quality, safe and innovative care to our service users and their families. In 2008, we became the first Care Trust to achieve Foundation Trust status. Our income for 2014/15 was £141million and we employ approximately 1,700 people, making the Trust the largest provider of mental health and substance misuse services to residents within the London Boroughs of Camden and Islington. We also provide substance misuse services in Westminster and substance misuse and psychological therapies service in Kingston. We have two inpatient facilities at Highgate Mental Health Centre and St Pancras Hospital, as well as community based services throughout the two boroughs of Camden and Islington. The Trust provides liaison psychiatry to the three acute hospitals across the area – The Whittington, Royal Free and University College.

Mental health need

In 2015, there were 462,000 people living in Camden and Islington. Each year the population is forecast to grow by 7,900 people (1.71%). This growth is driven by the difference between local births and deaths (3,600 people per year, 0.78%); net migration out to other parts of the UK (minus 4,050 people per year, -0.88%); and, net immigration from overseas (8,350 people per year, 1.81%). Over the ten year period from 2015 to 2025 the population is forecast to grow, in Camden from 237,000 to 264,000 (11% cumulative growth); and, in Islington from 225,000 to 254,000 (13% cumulative growth). With three main rail terminals (Kings Cross, Euston, St Pancras International), there are a large number of new arrivals to London. As expected some people arriving from across the UK and abroad, have mental health and substance misuse problems and present to A&E or to the police, from where they are transferred to C&I for treatment and support.

According to the Index of Multiple Deprivation 2010, Islington is the 14th and Camden the 74th most deprived Local Authorities in England. The North-West part of Camden is more affluent and the remainder of Camden and the whole of Islington have low financial capability with small pockets of higher financial capability.

Islington has the highest and Camden the third highest prevalence of serious mental illness in London. Islington has the highest prevalence of depression in London and Camden the seventh. The relatively younger population explains the lower prevalence of dementia. There are very high levels of co morbid conditions particularly substance misuse.

International reputation for research and education

C&I ranks 3rd across mental health Trusts nationally in the league table for Research Capability Funding; an indicator of success in attracting grants; The Trust researchers published 155 papers in peer review journals in 2014/15. As of April 2015, there were 25 joint research projects underway which total almost £22 million in funding. This substantial amount of joint research funding is facilitated by the large number of joint posts held between the Trust and University College London (UCL), with 12 of




33 honorary appointments being at professorial level. C&I delivers the largest national training and education programme for medical and clinical staff in mental healthcare; The Trust is part of the UCL Partners (UCLP) Academic Health Sciences Network and the Collaboration for Leadership in Applied Health Research and Care (CLAHRC) and has extensive experience working with research funding bodies within the NHS such as the National Institute of Health Research (NIHR). Its particular strength is applied research, i.e. the translation of research evidence into the development of new models of service delivery and the improvement of existing models. The Trust is developing an Institute of Mental Health (IoMH) with UCL. The St Pancras Site, which is the proposed site for the IoMH, is very well-located in terms of accessibility through transport links and is located within the area where there is the highest need for mental health services (particularly complex mental health services) in the UK. Its location is within a prime ‘research corridor’ in Central London.

Our Vision

Our vision is

“people who use C&I services will have the best possible prospect of recovery”

Our Strategic Aims

Our vision is underpinned by four strategic aims that are categorised under the headings Excellence, Innovation and Growth.

Our Shared Values

In 2012 the Trust in consultation with over 500 members of staff, service users and carers developed a set of shared values which underpin everything we seek to do as an organisation.




Our shared Trust values:

How our services are organised

We have organised our services into five divisions. These are:

Community Mental Health;

Recovery and Rehabilitation;

Services for ageing and Mental Health;

Acute; and

Substance Misuse Services.

You can find out more about our services here

Executive Management Structure

The current executive management roles and portfolios together with further information about our Board of Directors can be viewed here.

Our Performance

We are proud of our achievements, but as part of our drive for excellence we continuously seek to improve the quality and safety of services, treatment outcomes

http://www.candi.nhs.uk/our-services

http://www.candi.nhs.uk/about-us/who-we-are/our-board




and the service user and carer experience. 2014/15 saw continued success in delivering excellent services to our service users and carers.

Service Quality

The Care Quality Commission carried out a full inspection of the Trust in February this year assessing the Trust under the five domains of safe, effective, caring, responsive and well led. In the course of that inspection they observed core services, spoke to staff, service users and carers and looked in detail at patient record keeping. The full report of the inspection was issued on 21 June 2016 and gave the Trust an overall rating of “Requires Improvement”. You can read the full report here.

The CQC noted that Camden and Islington Foundation Trust was “good” for caring with staff “showing good understanding of the personal, cultural and religious needs of patients”. In addition Older Peoples community services were rated as “good” across all the domains as were services for those with Autism or Learning Disabilities.

Our Finances

The regulator of NHS Foundation Trusts, NHS Improvement, awards a Continuity of Service rating to Trusts. This is a measure based on the organisation’s liquidity, and its ability to cover its public dividend capital payments from its earnings. C&I delivered a rating of 3 for 2015/16. The financial climate continues to be challenging for mental health services. The Trust has worked hard to deliver its cost improvement programme. In 2015/16, the Trust delivered a normalised surplus of £0.7m. The five CCG’s have begun work that aims to achieve clinical and financial sustainability – the financial challenge for the sector as a whole is in the region of £1.2 billion over the next five years.

Camden and Islington Clinical Commissioning Groups (CCGs) remain in financial balance but they are very clear about the challenges ahead. The CCG’s in boroughs to the north of the Trust have been in significant financial difficulty, the analysis has shown they spend significantly more than comparator boroughs on acute care, with poor primary care and in two of the boroughs low spend on mental health. Both Camden and Islington Local Authorities, with whom the Trust is closely connected, are facing further budget reductions in 16/17.

Strategic Context and Transformation The Trust is based in north central London whose five boroughs are now considered as a strategic planning group (SPG). Within the SPG there are three mental health and four acute Trusts. Community services are provided by four Trusts, two of whom are not based in north central London. Barnet, Enfield and Haringey MH Trust provides services to these boroughs and medium secure services for Camden and Islington. The Tavistock and Portman NHS Foundation Trust provides some specialist adult outpatient based mental health services and Child and Adolescent mental health services for Camden. The four acute Trusts are UCH, Royal Free (who now provide services from Royal Free, Barnet and Chase Farm Hospitals), North Middlesex and Whittington, which provides Child and Adolescent mental health services for Islington.

http://www.cqc.org.uk/provider/TAF?referer=widget3




The Trust is fully engaged in work within the North Central London sector to develop a North Central London Sustainability and Transformation Plan (STP). Part of this work is a specific mental health workstream, led by Camden CCG. Acknowledging that there are significant mental health needs in the five boroughs of North Central London, and that Camden, Islington and Haringey all have higher than average prevalence of mental health problems, the work on the STP for mental health sets out the following shared ambitions:

North Central London Sustainability and Transformation – shared ambitions

North Central London Sustainability and Transformation – Shared Ambitions

To transform the nature, value and outcomes of local services close to home, through building partnerships that deliver around the needs of individuals and communities.

Work with individuals and communities to support good mental health resilience.

Build high quality specialist services for those with complex and intensive needs, that are as close to home as possible, and allow connection to local community services.

Develop alternative responses for service users with Mental Health needs who do not respond, or prefer not to engage with current commissioned services.

Develop systems of early interventions which ensure people with Mental Health crises receive a prompt and appropriate response.

Breakdown barriers between mental health physical health in a way which delivers better outcomes for patients and better value to the system.

Workforce training to better equip health and social care workers to support patients with Mental Health needs.

The Trust is part of the workstreams developing this approach, and has developed a revised Clinical Strategy for Camden and Islington. This sets out the Trust’s aims to promote recovery, resilience and independence, based around a service model that delivers services in practice-based services and specialist care pathways. There are ten overarching themes and principles on which this clinical model is based:

We will co-produce with our service users and carers their treatment and support

We will work in a recovery-orientated way; We will offer evidence-based interventions; We will choose outcomes that measure things that matter to service users and

carers and use these to shape our services;




We will integrate with other services so that service users have their mental, physical and social needs met in a coherent way;

We will prevent mental illness deteriorating or relapsing in all our service users and we will contribute to initiatives that prevent mental health problems in children and young people;

We will equip all our clinical staff to address drug and alcohol problems; We will improve access to our services for everyone, regardless of gender,

race, ethnicity, disability, sexual orientation and other protected characteristics;

We will choose a quality improvement methodology and implement it; and We will grow our already strong interest in research.

The Trust is engaged in a number of integrated care initiatives’ across Camden and Islington boroughs. The Trust was part of a Haringey and Islington Vanguard bid, which although not successful, reached the final stages of the selection process. The work has continued to develop since then. The SPG has adopted and is developing value-based approaches to commissioning. The Trust is leading or very involved in a number of initiatives including an Integrated Practice Pathway for the whole population of people with Psychosis in Islington and Camden, a population based Dementia pathway in Islington, Frailty pathways in both boroughs and ‘RAID’ style service in three acute hospitals. The Trust has piloted primary care mental health services in Barnet, Camden and Islington and is also developing a service in Kingston. We are strongly committed to working with others and to developing new processes and organisational forms which will produce better mental health outcomes for the populations we serve.

Board of Directors Ms Leisha Fullick Chair Mr Richard Brooman Non-Executive Director / Deputy Chair Mr Paul Calaminus Chief Operating Officer / Deputy Chief Executive Ms Pippa Aitken Non-Executive Director Dr Sue Goss Non-Executive Director Ms Angela Harvey Non-Executive Director / Senior Independent Director Ms Claire Johnston Director of Nursing and People Dr Vincent Kirchner Medical Director Ms Angela McNab Chief Executive Mr Patrick Vernon OBE Non-Executive Director Mr David Wragg Director of Finance Mr Darren Summers Director of Strategy and Business Development Professor Tom Burns CBE Non-Executive Director

Further Information

For more information on the Trust please visit our website at: http://www.candi.nhs.uk

http://www.candi.nhs.uk/




The role of the Board of Directors The Board of Directors’ role is to provide active leadership of the NHS Foundation

Trust within a framework of prudent and effective controls which enables risk to be assessed and managed

The Board of Directors is responsible for ensuring compliance by the NHS Foundation Trust with its license, its constitution, mandatory guidance issued by NHS Improvement, relevant statutory requirements and contractual obligations

The Board of Directors should set the NHS Foundation Trust’s strategic aims, taking into consideration the views of the Council of Governors, ensuring that the necessary financial and human resources are in place for the NHS Foundation Trust to meet its objectives and review management performance

The Board of Directors as a whole is responsible for ensuring the quality and safety of healthcare services, education, training and research delivered by the NHS Foundation Trust and applying the principles and standards of clinical governance set out by the Department of Health, the Care Quality Commission, and other relevant NHS bodies. The Board of Directors should also ensure that the NHS Foundation Trust exercises its functions effectively, efficiently and economically

The Board of Directors should set the NHS Foundation Trust’s values and standards of conduct and ensure that its obligations to its members, patients and other stakeholders are understood and met

All Directors must take decisions objectively in the interests of the NHS Foundation Trust

All Directors have joint responsibility for every decision of the Board of Directors regardless of their individual skills or status. This does not impact upon the particular responsibilities of the Chief Executive as the Accounting Officer. The Chief Executive should refer to guidance from Monitor on the responsibilities and obligations of the accounting officer (NHS Foundation Trust Accounting Officer Memorandum, April 2005)

The concept of the unitary Board refers to the fact that within the Board of Directors the Non-Executive Directors and the Executive Directors share the same liability. All Directors, Executive and Non-Executive, have responsibility to constructively challenge the decisions of the Board and help develop proposals on strategy

As part of their role as members of a unitary board, Non-Executive Directors have a particular duty to ensure such challenge is made. Non-Executive Directors should scrutinise the performance of the management in meeting agreed goals and objectives and monitor the reporting of performance. They should satisfy themselves as to the integrity of financial, clinical and other information, and that financial and clinical quality controls and systems of risk management are robust and defensible. They are responsible for determining appropriate levels of remuneration of Executive Directors and have a prime role in appointing, and where necessary removing, Executive Directors, and in succession planning




The Board of Directors will function as a corporate decision-making body, Executive and Non-Executive directors will be full and equal members. Their role as members of the Board of Directors will be to consider the key strategic and managerial issues facing the Trust in carrying out its statutory and other functions.

The Trust has developed a number of corporate governance documents on its website including a guide to its corporate governance framework and a handbook detailing all the standing committees of the Board of Directors. These can be found at the following link:

http://www.candi.nhs.uk/about-us/corporate-information/corporate-governance

The Role of Governors Foundation Trusts have Members and Governors. The Members elect the Governors. The role of the Governors will make sure that the views of local people and service users are heard by the management of the Trust. They will also inform Members about important decisions made by the Trust.

The Governors have a number of important powers; they appoint or remove the Trust Chair and Non-Executive directors, and decide on their pay. They also approve the appointment of the Chief Executive, advise the Trust on its strategic direction, advise the independent regulator about poor performance and appoint or remove the Trust's auditors. The Governors are not responsible for the day to day running of the Trust.

The Trust has developed a Governor’s Handbook which sets out more information on the Council of Governors committee and working group structure. This can be found at the following link:

http://www.candi.nhs.uk/sites/default/files/C%26I council of governors Sub-Committee and Working Group Handbook.pdf

For further information on the role of Governors please also visit the following link: https://www.gov.uk/government/collections/nhs-foundation-trust-governors-and-members-documents-and-guidance

http://www.candi.nhs.uk/about-us/corporate-information/corporate-governance

http://www.candi.nhs.uk/sites/default/files/C%26I%20council%20of%20governors%20Sub-Committee%20and%20Working%20Group%20Handbook.pdf

http://www.candi.nhs.uk/sites/default/files/C%26I%20council%20of%20governors%20Sub-Committee%20and%20Working%20Group%20Handbook.pdf

https://www.gov.uk/government/collections/nhs-foundation-trust-governors-and-members-documents-and-guidance

https://www.gov.uk/government/collections/nhs-foundation-trust-governors-and-members-documents-and-guidance




Job Description

JOB TITLE: Non-Executive Director and Chair of Audit

ACCOUNTABLE TO: Trust Chair

LOCATION: Trust Headquarters

SALARY: £15,145 p.a. (Time Commitment about 4 days per month)

ROLE PURPOSE

The Non-Executive Directors are responsible for providing appropriate oversight, governance and leadership to the NHS Foundation Trust in the pursuit of its strategies to provide effective and high quality healthcare services. Non-Executive Directors should scrutinise the performance of the management in meeting agreed goals and objectives and monitor the reporting of performance. They should satisfy themselves as to the integrity of financial, clinical and other information, and that financial and clinical quality controls and systems of risk management are robust and defensible. They are responsible for determining appropriate levels of remuneration of Executive Directors and have a prime role in appointing, and where necessary removing, Executive Directors, and in succession planning.

Non-Executive Directors play a crucial role in bringing an independent perspective to the boardroom in addition to any specific knowledge and skills they may have. The role of the Non-Executive Director consists of several key functions, which together ensure that the Trust is a successful organisation delivering the required health services efficiently and effectively as contracted by the commissioning bodies, as required by statute and in accordance with the standards set by NHS Improvement.

Non-Executive Directors are expected to participate fully as members of committees of the Board of Directors to which they are appointed and to take the role of committee Chair when so appointed. Non-Executive Directors will meet periodically with the Chair in the absence of Executive Directors to discuss issues of interest or concern in addition to the annual meetings to deal with appraisal of and objective setting for the Executive Directors.

Non-Executive Directors will meet at least once a year with the Senior Independent Director (SID) without the Trust Chair to participate in the Chair’s appraisal and the setting of objectives for the Chair. In exceptional circumstances they may be asked to meet the SID to attempt to resolve issues concerning the Chair’s performance or to take action in that respect.

The Role of Audit Chair

Foundation Trusts are required to appoint at least one Non-Executive Director with formal financial expertise (CCAB or equivalent). It is the Trust’s intention that this individual will chair the Trust’s Audit Committee and be responsible for ensuring that the Committee supports the Board to deliver its responsibilities for the conduct of public business and the stewardship of funds under its control. In particular, the Committee will seek to provide assurance to the Board that an appropriate system of




internal control is in place and that public money is safeguarded and properly accounted for.

THE NON-EXECUTIVE DIRECTOR ROLE

Non-Executive Directors have a responsibility to:

Support the Trust Chair, Chief Executive and Executive Directors in promoting the Foundation Trust’s values;

Support a positive culture throughout the Foundation Trust and adopt behaviours in the boardroom and elsewhere that exemplify the corporate culture;

Constructively challenge the decisions of the Board and ensure that appropriate challenge is made in all circumstances;

Help develop proposals on priorities;

Help develop proposals on risk mitigation;

Help develop proposals on values and standards; and

Contribute to the development of strategy.

Non-Executive Directors share a duty to: Scrutinise the performance of the executive management in meeting agreed goals

and objectives and ensuring that any required action is taken;

Satisfy themselves as to the integrity of financial, clinical and other information;

Satisfy themselves that financial and clinical quality controls and systems of risk management and governance are sound and that they are used;

Commission and use external advice as necessary; and

Ensure that they receive adequate information in the form that they specify and to monitor the reporting of performance.

Non-Executive Directors are responsible for:

Determining appropriate levels of remuneration of Executive Directors;

Participating in the appraisal of Executive Directors, their fellow Non-Executive Directors and the Chair;

Appointing the Chief Executive (subject to approval by the Council of Governors);

Appointing other Executive Directors;

Where necessary, removing Executive directors; and

Succession planning for key executive posts.




RELATIONS WITHTHE COUNCIL OF GOVERNORS

Non-Executive Directors should:

Attend meetings of the Council of Governors with sufficient frequency to ensure that they understand the views of Governors on the key strategic and performance issues facing the Foundation Trust;

Take into account and respond to the views and suggestions of Governors and other members to gain a different perspective on the Foundation Trust and its performance;

Give account to the Council of Governors on the progress made in delivering the Foundation Trust’s strategic objectives, the financial and operational performance of the Foundation Trust; and

Receive feedback from the Council of Governors regarding performance and ensure that the Board of Directors is aware of this feedback.

INDUCTION AND REFRESHING SKILLS

It is essential that all new Non-Executive Directors become conversant at the earliest opportunity with the Trust’s business activities, its strategy and the main areas of risk.

Non-Executive Directors should:

Participate in the Foundation Trust’s induction programme including partnering Executive Directors, attending briefings, meetings and reading induction materials;

Familiarise themselves with documents set out in the Director’s induction schedule particularly the key areas of risk facing the Foundation Trust; and

Take opportunities to develop and refresh their knowledge and skills and ensure that they are well informed in respect of the main areas of the Foundation Trust’s activity and relevant CPD.

These key roles are delivered in the following ways (not all of which are allocated to every Non-Executive Director):

Membership of the Board of Directors;

Membership, and potentially chairing, of relevant committees, such as Quality, Audit and Risk, Finance and Estates, Investment, Nominations and Remuneration & Terms of Service Committees, and other areas of work as required;

Discussion and liaison with (outside of meetings) the Executive Directors and other members of staff and Governors through visits to localities and services;

Attend as required by the Chair, meetings of the Council of Governors, the members, service users and / or carers;

Attend relevant seminars and training courses identified by the Chair to better enable the performance of their Board role;




Be designated to deal with certain complaints under the Freedom of Information Act provisions;

Make appropriate visits to service locations;

Undergo annual appraisals with the Chair;

Give mutual support to all other members of the Board of Directors and Council of Governors and in particular the Chair;

Help ensure the best use of financial resources so as to maximise benefits for service users;

Take all reasonable steps to ensure that the Trust operates within its licence conditions as a Foundation Trust and attains the highest level of performance;

Help ensure that the Trust promotes equality and diversity for all staff, service users, carers and other stakeholders;

Represent the Board of Directors as an ambassador of the Trust; and

Uphold the highest standards of integrity and probity, adhering to the Nolan Principles of public life.

The Health and Social Care Act 2012 provides that the ‘Council of Governors are to hold the Non-Executive Directors individually and collectively to account for the performance of the Board of Directors, and to represent the interests of the members of the Trust as a whole and the interests of the public’.

The Board of Directors, and in particular the Non-Executive Directors, may reasonably wish to challenge assurances received from the executive management team. They need not seek to appoint a relevant adviser for each and every subject area that comes before the Board of Directors, although they should wherever possible ensure that they have sufficient information and understanding to take decisions on an informed basis. When complex or high risk issues arise the first course of action should normally be to encourage further and deeper analysis to be carried out, in a timely manner, within the Foundation Trust. On occasion, Non-Executive Directors may reasonably decide that external assurance is appropriate.




Person Specification We are specifically seeking an experienced individual with senior level financial leadership experience in large and complex organisations with the ability the chair the Trust’s Audit and Risk Committee. The Trust is particularly interested in individuals with a FCA or similar level CCAB qualification who has operated at board level. An appreciation for complex regulation would also be highly desirable, as would experience of financing major capital programmes.

Responsibilities of Audit Committee Chairs and criteria for this appointment

Candidates must demonstrate the ability to:

Bring independent financial acumen to the work of the audit and risk committee across its governance, risk management, assurance and internal control functions

Understand the framework for risk assessment, management and assurance and the assignment of responsibilities

Provide leadership to the audit and risk committee to ensure that it is effective in its role and that internal control systems are in place and operating

Ensure that the audit and risk committee is well informed and has timely access to all the information it requires

Facilitate the contribution of all members of the audit and risk committee, auditors and other invited participants

Ensure that the board receives sound advice, assurance and useful and timely reports from the committee

Diversity track record

Evidence of and commitment to Equality, Diversity and Human Rights Understanding of the Public Sector Equality Duty and the legislation relating to it

Strategic direction

The ability to think and plan ahead, balancing needs and constraints Proven leadership skills Ability to understand complex strategic issues and analyse and resolve difficult

problems

Holding to account

The ability to accept accountability and probe and challenge constructively, holding the executive to account

Clear understanding, and acceptance of the legal duties, liabilities and responsibilities of Non-Executive Directors

Commitment to transparency and an understanding of the Statutory Duty of Candour in the NHS

Effective influencing and communication

Highly developed interpersonal and communication skills Practical experience of Board or Committee work Evident capability to operate in a Board level role




Team working

Proven commitment to working as a team member Ability to engage and work with a diverse range of people and groups

Self-belief and drive

The motivation to improve NHS performance and confidence to take on challenges

Sufficient time and commitment to fulfil the role An openness to constructive criticism

Intellectual flexibility

The ability to think clearly and creatively Ability to understand financial and performance related information and reports Ability to lead and quickly adapt to change in a complex organisation within an

NHS environment Strong knowledge of corporate governance and an evident ability to deal with

emerging issues




Application & Selection Process Camden and Islington NHS Foundation Trust has engaged the services of Odgers Berndtson, to whom applications should be sent by the closing date of Friday 14th October 2016.

Selected candidates will be invited for preliminary interview with Odgers Berndtson during mid to late October, following which a shortlisting meeting will be held on Tuesday 1st November. Shortlisted candidates will be invited to attend a stakeholder event on Monday 14th November followed by final interviews to be held at the Trust on Thursday 17th November.

Applications

The preferred method of application is online via the Odgers Berndtson website: www.odgers.com/58090

If you are unable to apply through the website please submit the following information by email.

Applications should be emailed to [email protected]

All applications will receive an automated response.

Applications should include: A covering letter explaining why the appointment interests you, how you meet the

appointment criteria and what you specifically would bring to the post. A Curriculum Vitae (CV) with education and professional qualifications and full

employment history. It is also helpful to have daytime and evening telephone contact numbers and e-mail addresses, which will be used with discretion. The CV should include names and contact details of three referees. References will not be taken without applicant permission.

All candidates are expected to complete an Equal Opportunities Monitoring Form which will be available upon submission of your online application. If you submit your application via email you will receive the Equal Opportunities Monitoring Form via email link during the process.

This will assist Camden and Islington NHS Foundation Trust in monitoring their selection decisions to assess whether equality of opportunity is being achieved, as per the Trust’s Equality and Human Rights policy. The information you give us will be treated as confidential and is for monitoring purposes only; it will not form part of the application process.

Please note that some flexibility may be exercised in the application of the criteria outlined above where a disabled candidate covered by the Equality Act 2010 is unable to meet certain parts of the specification by reason of being disabled. If you believe this applies to you, please outline the details on your application form. Each case will be assessed on an individual basis at shortlisting and/or interview with advice from the HR Department.

The successful applicant will be subject to Occupational Health and Disclosure and Barring Service checks and is subject to the Fit and Proper Persons Requirement (FPPR). All organisations regulated by the Care Quality Commission need to ensure that successful candidates meet the Fit and Proper Persons Requirement (Regulation 5, The Health and Social Care Act 2008 (Regulated Activities)

http://www.odgers.com/58090

mailto:[email protected]




Regulations Act. This means that the care provider must not appoint a director unless: The individual is of good character; The individual has the qualifications, competence, skills and experience which

are necessary for the relevant office or position or the work for which they are employed;

The individual is able by reason of their health, after reasonable adjustments are made, to properly perform tasks which are intrinsic to the office or position for which they are appointed or to the work for which they are employed;

The individual has not been responsible for, been privy to, contributed to or facilitated any serious misconduct or mismanagement (whether lawful or not) in the course of carrying on a regulated activity or providing a service elsewhere which, if provided in England, would be a regulated activity; and

None of the grounds of unfitness specified in Part 1 of Schedule 4 apply to the individual (e.g. bankruptcy, sequestration and insolvency, appearing on barred lists and being prohibited from holding directorships under other laws)

Good character is measured by the criteria set out in Part 2 of Schedule 4 of the Regulations:

Whether the person has been convicted in the UK of any offence or been convicted elsewhere of any offence which if committed in any part of the UK would constitute an offence; and

Whether a person has been erased, removed, or struck off a register maintained by a regulator of a health or social work professional body.

In order for your application to be considered you will need to complete a declaration in respect of FPPR.

Further Information

020 7518 2612

Odgers Berndtson September 2016




Appendix I:

NON-EXECUTIVE DIRECTOR TERMS AND CONDITIONS OF APPOINTMENT

This Agreement is made the day of 20 between: [Insert name]; and Camden & Islington NHS Foundation Trust, which has its Head Office at St

Pancras Hospital, 4 St Pancras Way, London NW1 OPE.

1. INTERPRETATION

1.1 Within this Agreement, unless the context otherwise requires, the

following words and expressions shall have the following meanings:

“The 2006 Act” means the National Health Service Act

2006;

“The Board”

means the board of directors of the Trust,

as referred to in schedule 7, paragraph

15(1) of the 2006 Act, constituted in

accordance with the Trust’s constitution;

“The Chair” means the person appointed by the

council of governors under schedule.7

paragraph 17(1) of the 2006 Act to be the

Chairman of the Trust;

“The Chief Executive” means the person appointed by the non-

executive directors under schedule 7,

paragraph 17(3) of the 2006 Act to be the

Chief Executive and Accounting Officer of

the Trust and whose appointment is

approved by the council of governors at a

general meeting under schedule 7,




paragraph 17(5) of the 2006 Act;

“The Council of

Governors”

means the council of governors of the

Trust, as referred to in schedule7,

paragraph 7(1) of the 2006 Act,

constituted in accordance with the Trust’s

constitution;

“The Trust” means Camden & Islington NHS

Foundation Trust;

“Agreement” means this agreement;

“Constitution” means the Trust’s constitution, as

amended from time to time;

“Intellectual Property

Rights”

means patents, utility models, rights to

Inventions, copyright and neighbouring

and related rights, moral rights,

trademarks and service marks, business

names and domain names, rights in get-

up and trade dress, goodwill and the right

to sue for passing off or unfair

competition, rights in designs, rights in

computer software, database rights,

rights to use, and protect the

confidentiality of, confidential

information (including know-how and

trade secrets) and all other intellectual

property rights, in each case whether

registered or unregistered and including

all applications and rights to apply for and

be granted, renewals or extensions of, and

rights to claim priority from, such rights

and all similar or equivalent rights or

forms of protection which subsist or will

subsist now or in the future in any part of

the world;

“Invention” any invention, idea, discovery,

development, improvement or

innovation, whether or not patentable or

capable of registration, and whether or




not recorded in any medium.

“Party” means either the Non-Executive Director

or the Trust and “Parties” means both of

them;

“Provider Licence” means the licence issued to the Trust by

Monitor under s.87 Health and Social Care

Act 2012;

“Regulated Activities

Regulations”

means The Health and Social Care Act

2008 (Regulated Activities) Regulations

2014;

“You” or “your” means [insert name] of [insert address],

1.2 Headings are used for convenience only and shall not affect the construction of this Agreement.

1.3 The appendices to this Agreement form part of (and are incorporated

into) this Agreement. 1.4 A reference to a particular law is a reference to it as it is in force for the

time being, taking account of any amendment, extension, or re-

enactment and includes any subordinate legislation for the time being

in force made under it.

1.5 A reference to any document such as the Trust’s Constitution and the

Trust’s policies are references to those documents as they may be

amended from time to time.

2. STATUTORY BASIS FOR APPOINTMENT

2.1 Non-Executive Directors hold a statutory office under the 2006 Act.

Your appointment is made by the Council of Governors using its

powers under schedule 7, paragraph 17(1) of the 2006 Act and the

Constitution. This appointment does not create any contract of service

or contract for services between you and the Trust.

3. EMPLOYMENT LAW

3.1 As an office-holder, you are neither an employee nor a worker. This

appointment does not fall within the jurisdiction of Employment




Tribunals, nor is there any entitlement for compensation for loss of

office.

4. THIS AGREEMENT

4.1 This Agreement constitutes the whole agreement between you and the

Trust and supersedes any prior written or oral agreements,

representations or understandings between the Parties. The Parties

confirm that they have not entered into this Agreement on the basis of

any representation that is not expressly incorporated into this

Agreement. Nothing in this Agreement excludes liability for fraud.

4.2 No failure or delay by either Party in exercising any right, power or

privilege under this Agreement shall impair the same or operate as a

waiver of the same nor shall any single or partial exercise of any right,

power or privilege preclude any further exercise of the same or the

exercise of any other right, power or privilege.

4.3 Any amendments to this Agreement can only be made by the Council of

Governors following, if necessary, appropriate consultation with you.

5. POST TITLE AND REPORTING ARRANGEMENTS

5.1 Your appointment is to the position of Non-Executive Director, with full

voting rights as a member of the Board.

5.2 You shall perform such statutory and other duties and exercise such

powers in relation to the Trust as are set out in the role description

previously provided to you and as the Trust or the Board may from

time to time require. You shall serve the Trust to the best of your

ability and use your best endeavours to promote the interests and

welfare of the Trust.

5.3 You shall report to the Chair. Additionally, Schedule 7, paragraph10A of

the 2006 Act places a duty on the Council of Governors to hold the non-

executive directors individually and collectively to account for the

performance of the Board.

6. TERM AND TERMINATION

6.1 This Agreement shall commence on [insert date] and, unless

terminated earlier, shall expire [insert length of term] after that date.




6.2 You may be eligible for reappointment at the end of your term of office

in accordance with the Constitution, but there is no absolute right to

reappointment. Decisions on reappointments are taken by the Council

of Governors on the recommendation of the Nominations Committee.

The Nomination Committee’s recommendation will be informed, inter

alia, by appraisal of your performance.

6.3 You may terminate this Agreement at any time by giving notice in

writing to the Chair. You are required to give a minimum of three

months’ notice. Your resignation will be effective on the earlier of the

date specified in the notice or the date three months from when the

notice is given.

6.4 Your appointment may be terminated by the passing of a resolution by

three-quarters of the members at a general meeting of the Council of

Governors in accordance with the process set out at paragraph 28.2 of

the Constitution.

6.5 Upon termination of this Agreement, howsoever caused, you agree to:

6.5.1 immediately deliver to the Trust all Trust property which is in

your possession or under your control;

6.5.2 irretrievably delete any information relating to the business

of the Trust stored on any magnetic or optical disk or memory

card and all matter derived from such sources which is in

your possession or under your control outside of the Trust’s

premises; and

6.5.3 if requested, provide a signed statement that you have

complied with the obligations under this clause.

7. REMUNERATION AND ALLOWANCES

7.1 As a consequence of your appointment, you are entitled to be

remunerated by the Trust for so long as you continue to hold office as a

Non-Executive Director.

7.2 The current rate of remuneration payable to a Non-Executive Director

is £11,890 per annum. The rate of remuneration will be reviewed at

regular intervals by the Council of Governors, with any increases to

your remuneration effective from 1 April. The Council of Governors




shall not be obliged to increase your salary in connection with any

review. Any changes to remuneration will be notified to you in writing.

7.3 Additional remuneration may also be payable if you are appointed to

one of the following positions:

7.3.1 Senior Independent Director

7.3.2 Audit & Risk Committee Chair

7.4 You will be paid monthly in arrears on the 28th of each month, unless

the 28th falls on a weekend, in which case payment will be made on the

Friday before, by credit transfer into a bank or building society account

of your choice. The Trust reserves the right to pay you earlier if

reasonably appropriate, for example at Christmas or as a result of Bank

Holidays.

7.5 Remuneration is taxable and subject to Class 1 National Insurance

contributions, which will be deducted at source. Any queries relating

to these arrangements should be taken up with HM Revenue and

Customs. This appointment does not fall within the remit of the NHS

Pension Scheme.

7.6 You shall be refunded all reasonable out of pocket expenses necessarily

incurred by you on Trust business. These expenses shall be approved

by the Chair or in such other manner as the Trust may reasonably

require and shall be subject to the production of such vouchers,

receipts or other evidence of actual payment of the expenses as are

required by policies or regulations of the Trust from time to time.

7.7 On termination of your appointment, you shall only be entitled to such

fees as may have accrued to the date of termination, together with

reimbursement in accordance with clause 7.6 of expenses properly

incurred before that date.

8. TIME COMMITMENT

8.1 You agree to devote whatever time is reasonably necessary for the

proper performance of your duties and as is appropriate to the role of a

Non-Executive Director. It is anticipated that this will be about 4 days

per month, to be worked flexibly including some evenings.

8.2 You are expected to attend all meetings of the Board, except where

illness or occasional holiday commitments genuinely preclude this.




8.3 By accepting this appointment, you confirm that you are able to

allocate sufficient time to meet the expectations of your role within the

Trust. The written agreement of the Chair must be obtained before you

accept any additional commitment that might affect the time that you

are able to devote to your role as a Non-Executive Director of the Trust.

9. CONFLICT OF INTERESTS

9.1 You shall not, without the written consent of the Chair, engage in any

outside employment or accept any commitments that may give rise to a

direct or indirect interest that conflicts (or possibly may conflict) with

the interests of the Trust.

9.2 It is acknowledged that you have declared any conflicts of interest that

are apparent at present. If you become aware of any (further) actual or

potential conflicts of interest, these must be disclosed in accordance

with the requirements of the Trust’s Constitution. Failure to disclose

such interest may be considered by the Trust to be gross misconduct

and/or may constitute grounds for your removal from office.

10. OTHER CONDITIONS OF APPOINTMENT 10.1 It is a condition of your appointment that you abide by:

10.1.1 the Trust’s Constitution, as amended from time to time;

10.1.2 the Trust’s Code of Conduct for Directors as amended from

time to time;

10.1.3 the Trust’s Standing Orders, Standing Financial Instructions

and Scheme of Delegation, as amended from time to time;

10.1.4 the Trust’s Provider Licence, as amended from time to time;

and

10.1.5 the policies and procedures that are adopted by the Trust, as

amended from time to time insofar as they are applicable to

your role

It is your responsibility to familiarise yourself with these documents

and to keep abreast of any amendments. Copies are available on

request from the Trust Secretary.




10.2 It is a condition of your appointment that you agree to the public

disclosure of information by the Trust in relation to your appointment

in accordance with the 2006 Act, the NHS Foundation Trust Annual

Reporting Manual (Monitor, 2014, and any later version of such

guidance) and/or any other legal or regulatory requirements that may

be imposed on the Trust from time to time.

10.3 You are required to confirm in writing in such form as may be

prescribed by the Trust, on appointment and thereafter on demand,

that:

10.3.1 you are not subject to any restrictions which would prevent

you from holding the office of director of the Trust;

10.3.2 you do not fall within the definition of an “unfit person” as

specified in the Trust’s Provider Licence;

10.3.3 you satisfy the requirements of Regulation 5(3) of the

Regulated Activities Regulations; and

10.3.4 you do not meet any of the criteria for disqualification as a

director outlined within the Trust’s constitution.

10.4 Failure to provide the confirmation or notification described in clause

10.3 above and/ or clause 10.5 below without good reason within 14

days of such confirmation or notification being demanded or required

(as applicable) shall be referred to the Council of Governors and is

likely to be considered a disciplinary matter.

10.5 If you are disqualified from continuing as a Director on any of the

grounds set out in clause 10.3 above, you shall immediately give notice

in writing to the Chair. Receipt of such notice shall be taken as your

resignation as Non-Executive Director.

10.6 You are required to declare immediately to the Chair in writing if you

are ever arrested, have any pending prosecutions or convictions

(including driving offences) or if you have accepted any police cautions.

Failure to disclose this information may result in the termination of

your appointment and this Agreement by the Council of Governors.

10.7 You warrant that you are entitled to work in the United Kingdom

without any additional approvals and you will notify the Trust

immediately if you cease to be so entitled during your appointment.




10.8 You agree that you will not make any political speeches or engage in

other political activities on matters affecting the work of the Trust

during the term of your appointment.

11. CONFIDENTIALITY

11.1 You agree that at all times, both during and after termination of your

appointment for whatever reason:

11.1.1 all matters relating to any patient’s diagnosis and treatment

which come to your attention will be kept strictly confidential

and under no circumstances will such information be

divulged or passed on by yourself to any unauthorised

person(s).

11.1.2 you will keep secret and not use (except to the extent that

disclosure and/or use is expressly authorised by the Trust

and/or is required for the proper performance of your

responsibilities under this Agreement) any information

belonging to the Trust which is of a secret or confidential

nature and/or of value to the Trust.

11.2 Examples of information that the Trust regards as confidential include,

but are not limited to:

11.2.1 information about the Trust’s future plans, including

proposals under consideration, which have not been

published

11.2.2 copies of minutes of, and reports presented to, meetings

which are not held in public

11.2.3 information about the Trust’s financial affairs (including

costings, budgets, turnover and other financial information);

11.2.4 information about the Trust’s commercial models or market

share

11.2.5 any documents relating to capital investments or tender

processes involving the Trust.

11.3 For the avoidance of doubt, the obligation referred to in clause 11.1

above applies whether or not the information is marked as confidential.




11.4 The obligation of confidentiality contained in clause 11.1 does not

apply to:

11.4.1 any use or disclosure required by law;

11.4.2 any information which is already in, or comes into, the public

domain otherwise than through your unauthorised

disclosure; or

11.4.3 any information which is provided to you without restriction

or disclosure by a third party, who did not breach any

confidentiality obligations by making such a disclosure.

11.5 The agreement referred to in clause 11.1 above does not remove your

right to refer to the Trust’s Raising Concerns at Work Policy which

enables you to raise concerns about malpractice at an early stage and in

the right way where you consider the interests of others or the

organisation is at risk (“whistleblowing”).

12. INFORMATION GOVERNANCE

12.1 In the course of your duties you are required to observe and follow the

requirements set out by information governance rules, policies,

standards and procedures. You must ensure you are aware of the

handling requirements, take personal responsibility for the quality of

data recorded, protect information at all times and that you do not

attempt to breach information security in any way. Further

information can be obtained from the Trust’s Information Governance

department, Senior Information Risk Owner or Caldicott Guardian.

13. DATA PROCESSING

13.1 In discharging your responsibilities under this Agreement you may be

required to hold, disclose, use or otherwise process personal data

(having the meaning given to it under the Data Protection Act 1998).

You shall ensure that all personal data is held, disclosed, used or

otherwise processed only under instructions from the Trust for lawful

purposes and in accordance with the Data Protection Act 1998.

13.2 You consent to the Trust processing data relating to you for legal,

personnel and administrative purposes and in particular to the

processing of any sensitive personal data (as defined in the Data

Protection Act 1998) relating to you including, as appropriate:




13.2.1 information about your physical or mental health or

condition in order to monitor sick leave and take decisions as

to your fitness to work;

13.2.2 your racial or ethnic origin or religious or similar information

in order to monitor compliance with equal opportunities

legislation;

13.2.3 in order to comply with legal requirements and obligations to

third parties.

14. USE OF IT EQUIPMENT

14.1 The Trust may monitor the use of its IT equipment and systems,

including internet usage and websites visited. The Trust reserves the

right to monitor the content of e-mails to ensure compliance with its

policies.

14.2 You shall comply with any acceptable use policy that the Trust may

publish from time to time. You shall report any unacceptable use of the

Trust’s IT systems to the Chief Executive immediately.

15. GENERAL

15.1 If any provision of this Agreement is prohibited by law or judged by a

court to be unlawful, void or unenforceable, the provision shall, to the

extent required, be severed from this Agreement and rendered

ineffective as far as possible without modifying the remaining

provisions of this Agreement, and shall not in any way affect any other

circumstances of or the validity or enforcement of this Agreement.

15.2 The validity, construction and performance of this Agreement shall be

governed by English law and shall be subject to the exclusive

jurisdiction of the English courts to which the Parties submit.

15.3 For the purposes of the Contracts (Rights of Third Parties) Act 1999,

this Agreement is not intended to, and does not, give any person who is

not a party to it any right to enforce any of its provisions.

15.4 Provided you act honestly and in good faith, you will not have to meet

out of your personal resources any personal civil liability which is

incurred in the execution or purported execution of your functions,

unless you have acted recklessly. Any costs arising in this way will be

met by the Trust.




15.5 No liability can be accepted for the loss of or damage to personal

belongings on the Trust’s premises. You are therefore advised to

insure any belongings against all such risks.

15.6 In some circumstances, you may consider that you need independent

professional advice in order to discharge your responsibilities as a

Non-Executive Director and it may be appropriate for you to seek

advice from independent advisers at the Trust’s expense. The Trust

Secretary is responsible for arranging access for directors to

independent advice.

15.7 By signing this contract, you irrevocably waive all moral rights in all

works embodying Intellectual Property Rights made wholly or partially

by you in the provision of your services to the Trust, to which you are

now or may at any future time be entitled under the Copyright, Designs

and Patents Act 1988 (and all similar rights in other jurisdictions), and

all similar rights relating to any copyright which forms part of the

Intellectual Property Rights and you agree not to support, maintain or

permit any claim for infringement of moral rights such as copyright

works.

This Agreement has been entered into on the date stated at the beginning of it. _____________________________________

Leisha Fullick Trust Chair For and on behalf of the Trust __________________________________ [NED Name]




Appendix II:

The Nolan Principles - The Seven Principles of Public Life

1. Selflessness

Holders of public office should take decisions solely in terms of the public interest. They should not do so in order to gain financial or other material benefits for themselves, their family, or their friends.

2. Integrity

Holders of public office should not place themselves under any financial or other obligation to outside individuals or organisations that might influence them in the performance of their official duties.

3. Objectivity

In carrying out public business, including making public appointments, awarding contracts, or recommending individuals for rewards and benefits, holders of public office should make choices on merit.

4. Accountability

Holders of public office are accountable for their decisions and actions to the public and must submit themselves to whatever scrutiny is appropriate to their office.

5. Openness

Holders of public office should be as open as possible about all the decisions and actions that they take. They should give reasons for their decisions and restrict information only when the wider public interest clearly demands.

6. Honesty

Holders of public office have a duty to declare any private interests relating to their public duties and to take steps to resolve any conflicts arising in a way that protects the public interest.

7. Leadership

Holders of public office should promote and support these principles by leadership and example.

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