JOB DESCRIPTION. Ref: 365-CW135 JOB SUMMARY

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1 JOB DESCRIPTION JOB TITLE: RESPONSIBLE TO: ACCOUNTABLE TO: LIAISES WITH: JOB SUMMARY Company Secretary Chairman Chairman Executive and Non-Executive Directors, Clinical Directors, Line Managers, Heads of Department, Governors, External bodies including Monitor, CQC, CCGs, etc. Ref: 365-CW135 The Company Secretary is accountable to the Chairman but reports to both the Chairman and Chief Executive. The postholder will be responsible for establishing a maintaining the highest levels of corporate governance and will play a key role in the Trust s application to become a Foundation Trust. The Company Secretary will be responsible for working with and in support of the Chair and Chief Executive to meet their own obligations to ensure that the Foundation Trust is adequately prepared to comply and can secure on-going compliance with the regulatory framework (statute, terms of authorization and constitution) enforced by NHS regulators, including Monitor, the Independent Regulator of NHS Foundation Trusts. They will establish and manage procedures for the sound corporate governance of the Trust / Foundation Trust and will advise the Board of Directors and Council of Governors via the Chair, Chief Executive and directly. KEY CORPORATE RESPONSIBILITIES Leadership and Management Style To provide strong and visible leadership to the workforce and wider community and promote openness and involvement of stakeholders (staff, patients, FT Governors and Members, the wider community and partner organisations) in all areas of the Trust s activities. To contribute fully to the corporate management and strategic development of the Trust, and represent the Trust as appropriate on behalf of the Chair and / or CEO. Use of Resources and Performance Management To manage staff and designated resources in line with Trust policies. This includes ensuring effective two way communications and continuous staff development through the Trust s Personal Development Review process. To ensure resources are effectively and efficiently deployed. Internal and External Communication To practice and promote effective two way communication and involve FT Governors and Members, and staff in the planning and review of services. Business Conduct To comply with statutory requirements, NHS regulations and Trust standards. This includes meeting health and safety regulations standards, business standards e.g. SFIs, working towards eliminating clinical and corporate risks, and reducing HCAIs. PROFESSIONAL RESPONSIBILITIES Act as principal advisor to the Chief Executive, Chair, Council of Governors and Board of Directors on all issues relating to corporate governance, ensuring the Foundation Trust s corporate affairs are undertaken to the highest standards of probity and according to statutory and legislative requirements the regulatory framework. As a member of the Executive Team contribute to the formulation of strategy, policy and the delivery of corporate and statutory objectives Support the Chief Executive in fulfilling his / her Accounting Officer responsibility with respect to good governance and to maintain the highest standards of prudence, propriety and regularity Manage the Foundation Trust office, including the Foundation Trust membership functions of the Foundation Trust and the Legal Services Department

2 Corporate Governance Provide independent expert advice and support to the Chief Executive, Chair and Board of Directors on all matters relating to statutory and legislative compliance and interpretation With the Chair, ensure that the Board of Directors and its committees are properly constituted, operated and supported, according to Standing Orders and the regulatory framework. Provide authoritative advice to the Chief Executive, Chair, Board of Directors and Council or Governors on legal, constitutional matters, correct and proper conduct of business and meetings. Commission and provide briefings for external legal advice where necessary to ensure the efficient and effective resolution of issues. Scrutinise and report to the Board of Directors all new regulatory developments Assess the governance implications of papers put to the Board of Directors and Council of Governors. Ensure all Registers required by the Constitution or related legislation are established and maintained, and along with any appropriate reports make sure they are available for public inspection. Ensure Standing Orders are in place, acted upon and reviewed as necessary, and with the Chief Financial Officer, ensure Standing Financial Instructions are similarly in place, reviewed and acted upon by the Board of Directors. With the Chief Executive and Director of Resources, ensure the statutory annual returns, including the annual accounts and annual report are prepared, and on authorization as an FT, are presented to the regulator and laid before Parliament. The Company Secretary will act as the Lead Officer for the preparation and production of the annual report. Contribute to the development of systems, control process and risk management arrangements that comply with internal and external governance and best practice requirements and contribute to continuous improvement of the quality of risk information, particularly in the areas of key controls. Ensure reporting arrangements enable the Board of Directors to focus on those goals and objectives in the corporate plan that are at risk of not being delivered. Establish and monitor procedures to ensure that the Foundation Trust is able to comply with the requirements of the statutory and regulatory framework and the Constitution. Maintain the registers of Declarations of Interest Co-ordinate and assist with the production of all appropriate reports, accounts and forward plans to the relevant bodies and ensure that they are available for public inspection. Act as the key point of contact between the Board of Directors, Council or Governors and the Regulator. Ensure the effective flow of information within the Board of Directors and Committees, and between the senior management team and the Board of Directors, through the development and implementation of a sound performance reporting and risk management system, and other appropriate mechanisms Council of Governors Ensure that appropriate arrangements are in place to: Manage the membership function of the Foundation Trust Manage legal and constitutionally compliant arrangements for elections to the Council of Governors and the appointment of stakeholders managing the process for resignations and replacements between elections Undertake regular monitoring of the FT Membership community to ensure it represents the diversity of the local population; recommending strategies to address any shortcomings. Develop internal and external communications channels with potential members and Governors Ensure an accurate membership database is maintained including the public register Ensure the provision of advice to the, including interpretations of the Constitution, Standing Orders and other policies / procedures Ensure the Council of Governors is supported effectively in their statutory roles, including support at meetings and governor committee meetings Support the Chair to ensure effective communication with the Council of Governors, support the induction process and training for the Council of Governors and its members, support the governor appraisal process Ensure that the Foundation Trust complies with its constitution and that amendments to it are drafted and incorporated in line with correct procedures Ensure that general meetings of the Council of Governors are held in accordance with the Foundation Trust s constitution Ensure that effective arrangements are in place for the Board of Directors and Council of Governors to communicate with members

3 Foundation Trust Secretariat Provide a Secretariat function, which will provide adequate administrative resource to facilitate the effective working of the Board of Directors, its Committees and the Council of Governors. The Secretariat will support the Chair and Chief Executive in effective conduct of Board of Directors and board of Directors Committee business, in particular, though. Planning, preparation and timely submission of agendas, reports, supporting papers and minutes Preparing agendas and minutes for Council of Governors, Board of Directors,[specific] Committees(s) and Foundation Trust Management Board, preservation of proper records of business Organisation, agenda planning, identification and assignment of actions and tasks, determine forward plans for the business of the Board of Directors and Council of Governors in consultation with the chair and Chief Executive Monitoring the governance implications of business papers out to the Board of Directors and Council of Governors in consultation with the Chair and Chief Executive Monitoring the governance implications of business papers put to the Board of Directors and Council of Governors and ensure follow up of decisions Maintaining a calendar of prospective Board of Directors business to ensure such business is appropriately dealt with within an annual business cycle Reviewing and discuss, as required, the Board of Directors and council of Governors agendas to optimize the use of time at meetings Ensure Agendas are issued with proper notice Ensure minutes of the Board of Directors, the Council of Governors and Committees properly record decisions made and their context Ensure that the business of the Board of Directors and its Committees is planned in advance and that papers are dealt with by the most appropriate Committee in the most appropriate way Provide advice to the Chair and Directors on the conduct of meetings Provide advice and support to the Foundation Trust s governance structures as required, including the Board of Directors, Council of Governors and audit Committee and Ensure that arrangements are in place for the safe custody and application of the common seal Wider responsibilities Establish Effective arrangements for the proper induction of Directors and Governors and provide advice and support regarding the discharge of their duties Identify the on-going developments needs of Directors and Governors and agree development programmes where appropriate Contribute to the corporate development of the Foundation Trust through the leadership of key areas of work defined by the Chief Executive Support the Chief Executive in the day-to-day management of the Foundation Trust and its relationships with external bodies With the chief Executive play a leading role in managing relationships with regulatory bodies, specifically with Monitor Independent Regulator of NHS Foundation Trusts Maintain on behalf of the Chair and Chief Executive relationships with external professional advisers including but not limited to the foundation Trust s lawyers and management consultants To Contribute to the maintenance of constructive and fruitful working relationships with all members of the health community to foster a strong culture of partnership working Act as gatekeeper to the Foundation Trust s legal advisors with budgetary responsibilities, managing the Foundation Trust s legal affairs and ensuring relevant professional advice and response is readily available [Ensure a system is in place for the management of requests under the Freedom of Information Act 2000 and maintain the Publication Scheme] Put in place processes to enable the Board of Directors to review and update Foundation Trust strategies and policies reserved for its determination Take overall responsibility for managing the Foundation ~Trust HQ function including Reception and Conference Room bookings Management Board Members As a member of the Foundation Trust s Management Board, contribute to the development and delivery of Foundation Trust strategy and policies Take responsibility with other members of the Management Board for the quality of service and care provided to patients, the strategic direction of the Foundation Trust and the delivery of performance and the financial targets

4 Company secretary of companies established by the Foundation Trust To be Company Secretary, an accountable officer if the Company, responsible for ensuring and companies comply with all statutory requirements under the Companies Act and any other related legislation or other mandatory requirements Advising Companies House on all changes to the companies, including the appointment and removal of Company Directors, ensuring mandatory returns are completed within statutory timescales, including the completion and filing of Annual Returns to the Registrar of Companies, Companies House, the completion of returns to the Office of Fair Trading where appropriate, and ensuring appropriate banking arrangements are in place for those companies Advising the boards of those companies on corporate governance and legal matters including shareholders interests and agreements, assurance, risk, insurance and compliance with any agreements entered into. SUMMARY OF PAY AND TERMS OF EMPLOYMENT The pay and terms of employment are determined by the Remuneration Committee which consists of the Chairman and Non-Executive Directors. Tenure: Permanent. Salary: As agreed by the Remuneration Committee. Inflationary uplift: In accordance with NHS policy as approved by the Remuneration Committee. Hours of Work: As necessary for the effective discharge of duties. On Call: As per Director On-Call rota. Holiday: 32 days per annum plus 8 Bank Holidays. The leave year runs from 1 April 31 March each year. Occupational Sick Pay: In accordance with the Agenda for Change provisions. Pension: In accordance with the NHS Pension Scheme. Base: The nature of this post requires the Director to ensure a regular and visible presence on all three sites. As a consequence, regular travel is required and the Director must ensure frequent visits to all Trust premises are undertaken. Notice: 6 months on either side. Relocation Expenses: In accordance with Trust Policy and approved by the Chief Executive. Performance Review & Personal Development: In accordance with Trust Policy. Annual objectives will be agreed with the Chief Executive and reviewed by the Remuneration Committee. Standard Clauses: The purpose of this post should remain constant, but the duties and responsibilities may vary over time within the overall role and level of the post. The post holder may from time to time be asked to undertake other reasonable duties. Any such changes will be made in discussion with the post holder in the light of service needs. Competence The post holder is responsible for limiting his / her actions to those which s / he feels competent to undertake. If the post holder has any doubts as to his or her competence during the course of his / her duties then s / he should immediately speak to their line manager or supervisor. Codes of conduct All employees of the Trust who are required to be registered with a professional body, to enable them to practise within their profession, are required to comply with their code of conduct and requirements of their professional

5 registration. Those staff who are not required to be registered with a professional body are required to comply with the Trust s codes of conduct. Confidentiality The post holder must maintain confidentiality, security and integrity of information relating to patients, staff and other Health Service business. Records Management All employees of the Trust are legally responsible for all records that they gather, create or use as part of their work within the Trust (including patient, financial, personnel and administrative), whether paper or computer based. All such records are considered public records and all employees have a legal duty of confidence to service users. Employees should consult their manager if they have any doubt as to the correct management of records with which they work. Health and Safety Employees must be aware of the responsibilities placed on them under the Health and Safety at Work Act (1974) and the Manual Handling Operations Regulations (1992) and all relevant Trust Health and Safety Policies and Guidance. This ensures that the agreed safety procedures are carried out to maintain a safe environment for employees, patients and visitors to the Trust. Infection Control Employees must accept personal responsibility and accountability for Infection Prevention and Control practice. Employees should ensure they are familiar with, and comply with, all relevant Infection Control policies for minimising the risk of avoidable Health Care Associated Infection. All Employees must undertake annual mandatory updates in Infection Control. Risk Management It is a standard element of the role and responsibility of all employees of the Trust that they fulfil a proactive role towards the management of risk in all of their actions. This entails the risk assessment of all situations, taking appropriate actions, and reporting all incidents, near misses, and hazards promptly. It is a contractual obligation that all employees must co-operate with any investigations undertaken. Children and vulnerable adults You have a responsibility for promoting and safeguarding the welfare of the children / young people / vulnerable adults that you come into contact with or are responsible for in your job role and sphere of competence. Criminal Records Bureau Disclosure The Trust aims to promote equality of opportunity for all, with the right mix of talent, skills and potential. Criminal records will be taken into account for recruitment purposes, only when the conviction is relevant. As the Trust meets the requirements in respect of exempted questions under the Rehabilitation of Offenders Act 1974, all applicants who are offered employment will be subject to a criminal record check from the Criminal Records Bureau before the appointment is confirmed. This will include details of cautions, reprimands or final warnings, as well as convictions. Postholders may periodically be asked to undertake a re-check. Vetting and Barring Scheme The Trust is legally required to check all staff against the ISA Children s and Vulnerable Adults barring lists if they engage in what is defined as Regulated Activity or Controlled Activity : Regulated Activity is defined as working closely with children or vulnerable adults, paid or unpaid, on a frequent or intensive basis. Controlled activity is work that provides opportunities for contact with children or vulnerable adults, or their records. This includes caterers, cleaners, administrators, contractors, maintenance workers and their managers and supervisors. If the post holder s role is defined as regulated or controlled activity they will be required to be checked against the relevant ISA barring lists and will need to be ISA registered as and when the registration scheme is launched.

6 Equality and Diversity The Trust promotes policies and practices that challenge discrimination, promote equality, respect individual needs, preferences and choices, and protects human rights. The Trust has a clear commitment to equality for all in employment practices based on an applicant s ability, skills and aptitude for the post. A range of equality & diversity policy initiatives are in place and all successful applicants are expected to familiarise themselves with these. It is therefore the duty of every employee to comply with the detail and spirit of these policies and the law at all times. Any issues or concerns you have should be taken up with your manager or the human resource team as soon as possible. Dignity All employees must treat each person as an individual, offering a personalised service respecting people s dignity and modesty at all times. Conflict of Interest The Trust is responsible for ensuring that the service provided for patients and its care meet the highest standard. Equally, it is responsible for ensuring that staff do not abuse their official position for personal gain or to benefit their family or friends. The Trust s Standing Orders require any member of staff to declare any interest, direct or indirect, with contracts involving the Trust. Staff are not allowed to further their private interests in the course of their NHS duties. Post Holder s Signature:.... Name: Date:. Manager s Signature: Name: Date:.