Report to Council of Governors. 13 October Non-Executive Director Appointment

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1 P September Report to Council of Governors 13 October 2015 Non-Executive Director Appointment 1. Background At the previous meeting of the Council of Governors on 21 July 2015 approval was given by the Council for the appointment of an additional Non Executive Director to be appointed to the Trust Board of Directors. At this meeting of the Council of Governors the candidate pack for this appointment was approved. The post was subsequently advertised from week commencing 7 September th 2015 until Sunday 27P The post was advertised on NHS jobs, in the Nottingham Evening Post, through local community networks and via social media. There have been 32 applications for the post. 2. Applications, Shortlisting and Interviews In accordance with the Monitor Guidance the next stages of the process are set out below: Applications and Shortlisting Members of the Nominations & Remuneration Committee, and other supporting Governors should sift through applications received for the post following its advertisement. The sifting process should seek to produce a diverse field of strong candidates for interview. This process can be supported externally, for example from a recruitment consultant. It is proposed that for this Trust a recruitment consultant is not required as the Trust has an internal HR Team who are familiar with and skilled at making recruitment appointments for a variety of roles, including board level appointments. It is however proposed that the appointing panel and in particular the lead Governor are supported by an Independent External Assessor, who can advise on the suitability of shortlisted candidates and the final appointment offer. It is proposed that the external assessor is the Chair from another Foundation Trust. Members of the Nominations & Remuneration Committee and Governor members of the appointing panel, (taking into account the views of other Non Executive Directors), 1

2 should then draw up a shortlist of, preferably three or four candidates, but certainly no fewer than two candidates. An initial sifting exercise has taken place within the Trust in accordance with the above guidance on the applications received to date. Members of the Nominations & Remuneration Committee and Governor members of the appointing panel completed this initial sifting exercise on Tuesday 13 October It is proposed that they will continue to shortlist the candidates throughout October 2015 and will determine the final shortlist by 31 October The candidates will be communicated with throughout this process so that they are aware of key dates and how the process is being progressed. Interviews NHS Foundation Trusts are required to ensure that Governors make up the majority on the interview panel. It is proposed that members of the Nominations & Remuneration Committee and other Governors interview the candidates, and that the panel is supported by an External Assessor as is identified above. It is also proposed that the panel receive advice from the Company Secretary and a Senior HR representative from the Trust. Overall the panel will consist of 4 Governors, the Trust Chair and Deputy Chair and an External Assessor. The Lead Governor will chair the appointing panel. To support the process it is also proposed that candidates are interviewed by two other supporting panels; one made up of volunteers, carers and service users and a second panel consisting of Directors and Non Executive Directors. These panels will be able to provide feedback on the candidates to the appointing panel to inform their thinking and the appointments process. The Trust s HR team will ensure that those involved in the appointments process are appropriately trained. th The interview date is set for Tuesday 24P P November The appointing panel should then decide which of the shortlisted candidates are appointable and put forward a recommendation for a final decision, typically in a final report. The final report should be presented to the Council of Governors and should: Summarise the process followed including the selection criteria where appropriate Describe how, and to what extent, the candidates meet the criteria for the role and their relative strengths and weaknesses 2

3 Recommend how the Council of Governors should proceed Maintain confidentiality in accordance with the Trust s own protocols It is proposed that this report is presented to the Council of Governors, in the private session of their meeting in January How will the final decision be made? The Council of Governors must then decide on an appointment in accordance with its statutory obligations. As part of this the Council of Governors should satisfy itself that the: Appointment process has complied with all applicable law and advice Appointment process was both legal and appropriate Proposed appointee has the right qualities to meet the job description Once the appointment has been made the Chair and Governors should set the appointee objectives for the coming year. The full process will be described in the annual report. 4. Summary In accordance with the Monitor Guidance it is proposed that: Final shortlisting is agreed by members of the Nominations & Remuneration Committee and supporting Governors by 31 October 2015 The External Assessor is a Chair of another Foundation Trust The External Assessor supports the shortlisting and interview process That the interviews are conducted in November and the panel composition described above is adopted A final report detailing the process and a recommendation on the proposed candidate is received at the private session Council of Governors meeting in January Recommendation It is recommended that the Council of Governors approve the processes set out in this paper and that the shortlisting, interview and recommendation stages are taken forward. Clare Teeney Director of HR October

4 As an NHS Trust, the trust was statutorily required through its Establishment Order to have a Non-Executive Director nominated by the University of Nottingham. This was by virtue of the Trust`s relationship with the University of Nottingham School of Medicine. A nomination was sought from the University of Nottingham and was subject to the Trust`s approval. The previous post holder was Professor Saul Tendler. Professor Tendler recently took up a new appointment at the University of York and as a consequence stepped down from his position at the University of Nottingham and consequentially his Non-Executive position with the Trust. The Trust`s NHS Foundation Trust Constitution (based on the Monitor model Constitution) does not detail a requirement for the Board of Directors to include a university nominated appointment, by consequence leaving it for the Trust to determine in conjunction with its Council of Governors. This paper seeks Council approval for the continued inclusion of a University of Nottingham nomination to sit as a Non-Executive Director on the Trust`s Board of Directors, and sets out a proposed appointment process (Nb. a nomination for a successor to Professor Tendler has been received from the University of Nottingham this paper does not consider the credentials of this nomination). 6. Benefits of a university nominated Non-Executive Director: The Trust has benefited significantly from having a university nominated Non-Executive director position and considers it important for this specific nominated position to continue with Foundation Trust status. The relationship with and influence on the University`s schools of Medicine and Nursing are of significant importance in supporting the Trust`s ambition and enabling a clinical workforce skilled and capable of delivering future services. This held true as the basis for the requirement as an NHS Trust and continues to hold true with NHS Foundation Trust status. Other schools within the university are also important to the Trust`s ambitions. Similarly the significant partnership with the university in respect of the Institute of Mental Health is a significant cornerstone of the Trust`s ambitions in relation to research, learning and innovation. The national and international reputation of the Institute has continued to be enhanced since its establishment with strong and influential support from the previous post holder. A key element of the Trust`s strategy is associated with applied research and innovation, which strong board level input from an academic background provides specialist advice, input and perspectives. 4

5 The Trust enjoys a strong and valued relationship with the University of Nottingham which is mutually supportive; the importance of this relationship is expected to increase further as the Trust seeks to realise its future ambitions. A university nominated non-executive appointment adds strength and influence to this relationship by its presence together with the specialist skill set and insight that the individual nomination brings to the position. The approved increase in the number of Non-Executive Directors from 6 to 7 was envisaged to include the continuation of this specific appointment, the overall breadth, experience and input of the non-executive complement on the Board of Directors being further enhanced by the additional position. 7. Nomination and appointment process: A nomination has been submitted by the University of Nottingham as potential successor to Professor Tendler, subject to the Council being supportive of the continuation of this specific appointment. The nomination is subject to consideration by and approval of the Trust, with the Council of Governors having responsibility for the approval of the appointment. It is proposed that the proposed candidate be interviewed by an appointment panel, the composition of which to have a Governor majority (as per Monitor guidance). The panel, to be chaired by the Interim Lead Governor, would interview and consider the credentials of the received nomination against the generic Non-Executive role profile, suitably amended in terms of desirables and essentials to reflect the specific characteristics of this particular position. The panel will make an initial recommendation to the Council`s Nomination & Remuneration Committee, which in turn would submit a recommendation to a full meeting of the Council of Governors for approval. Timescale wise, Human Resources will coordinate the process and currently propose an interview date of 2 November 2015 (subject to Council approval to proceed), allowing for subsequent consideration by the Nomination & Remuneration Committee (meeting to be scheduled) and the Council of Governors at its scheduled January 2016 meeting. This timescale could be shortened through convening an extraordinary meeting of the Council subject to Council agreement. 8. Terms and conditions of appointment: The post holder would hold the same term of office as other Non-Executive directors of the Trust, subject to their continued employment by the University of Nottingham and the provisions of the Constitution in relation to the appointment and removal of Non- Executive directors. Remuneration and time commitment of the position would be as for other Non-Executive positions as approved by the Council at its July 2015 meeting. 9. Recommendation: The Council of Governors is recommended to: 5

6 APPROVE the appointment of a University of Nottingham nominated Non-Executive Director Subject to the above, SUPPORT the proposed appointment process. 6