CQC Corporate Governance Framework

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1 CQC Corporate Governance Framework Introduction This document describes the components of CQC s Corporate Governance Framework: what it is intended to achieve, what the components of the Framework are and how those components are intended to operate together. This is a public document and will be published on the CQC website, along with the Statement of Commitment/Vision and Principles of Corporate Governance. The formal Corporate Governance Framework is attached. It sets out: 1. The legislative context in which CQC operates 2. CQC s accountability 3. CQC s purpose and values 4. The key elements of good governance 5. The structures which support good governance at Board level and in the Executive 6. The roles which support good governance at Board level and in the Executive 7. Board behaviours 8. The key processes in CQC which deliver good governance 9. Assurance Framework 10. External scrutiny and oversight 11. Disclosures and statements required in support of accountability When taken together, these elements operate to facilitate the leadership, direction and control of the CQC and to enable its long-term success. What does CQC mean by Corporate Governance? Governance in the public sector is about how public service bodies ensure that they are doing the right things, in the right way, for the right people, in a timely, inclusive, open, honest and accountable manner. 1 In short, Corporate Governance is about the way in which the organisation is led, directed and controlled. This short definition is underpinned by the Cabinet Office s definition: corporate governance defines relationships and the distribution of rights and responsibilities amongst those who work with and in the organisation, determines the rules and procedures through which the organisation s objectives are set, and provides the means of attaining those objectives and monitoring performance. Importantly, it defines where accountability lies throughout the organisation. 2 Stakeholders increasingly recognise the importance of corporate governance and the part it plays in ensuring that public bodies are run efficiently and 1 CIPFA definition: CIPFA and OPM, The Good Governance Standard for Public Services 2 Cabinet Office, Corporate Governance in central government departments, p. 9 1

2 economically, meet their objectives, are open and transparent, can be effectively held to account and deliver value for money for the public purse. CQC s stakeholders, including the public, will expect, rightly, that CQC can demonstrate excellence in corporate governance, not least because as a regulator it holds other organisations to account for the quality of their governance. CQC wishes, and others will expect it, to lead by example. CQC also recognises that governance is not just about having the right principles, processes and structures in place 3. Good governance is about the right behaviours, particularly the behaviour of the Board, in demonstrating the values for the organisation as its sets CQC s strategic direction and provides challenge and support to management in delivering its obligations. The Chair of CQC has a key leadership role in setting the tone for the Board and for the whole of CQC. The purpose of CQC s Corporate Governance Framework The purpose of the Corporate Governance Framework is to ensure there is effective control across CQC, including managing risk and providing assurance that the right things are being done in the right way and at the right time up through the line management chain. During 2013 and 2014, CQC will be considering how a Quality Management Framework can support CQC in its ambition to be a high quality organisation. A clear Quality Management Framework will help to ensure that CQC s outputs and products eg policies, reports, disclosures, judgements and decisions, especially regulatory decisions and judgements, are coherent and consistent; and that the inputs and processes are of the right standards to generate these outputs. It will help support a better understanding of individual roles and responsibilities and accountabilities and how decisions are made, thereby also supporting greater openness and transparency. Clear quality processes will help to highlight potential points of failure. Potential points of failure are risks that require additional active management and learning from them will support systematic evaluation and continuous improvement. Benefits of effective governance in CQC The benefits to CQC, and in turn to the public, of effective corporate governance include: adding value to the organisation by underpinning change and modernisation clarity about what CQC s objectives are via effective strategic and business planning; clarity about levels of authority to make decisions; clarity about what decisions have been made, by whom, when and why; 3 See Report of the Financial Reporting Council on the UK Governance Code

3 the generation of reliable management information to demonstrate and track progress toward meeting targets and objectives; risks to the delivery of objectives are identified and appropriate controls put in place and maintained; line and audit management assurances that risks to meeting business objectives have been identified and that controls for those risks are being applied and are effective; providing independent assurance via audit that business processes are fit for purpose and are being operated; and that statutory requirements, for example to manage information in accordance with legal requirements, are being met; resources are deployed effectively and efficiently to manage risks and issues as they arise; and CQC is not acting outside of its remit and authority. The Corporate Governance Framework will only be effective if the different elements, described and explained in the attached document, are fully integrated and work together harmoniously and in support of each other. Details of all the governance structures, including their membership, terms of reference, and other associated documents can be found on the CQC website and intranet governance pages. Responsibility for the Corporate Governance Framework The Framework exists to support and challenge CQC in its accountability. The CQC Chief Executive is accountable as CQC s Accounting Officer for the operation of the Governance Framework, which has been mandated by the CQC Board. All CQC line managers are responsible for being familiar with and operating within the Framework themselves and ensuring that their staff also understand their responsibilities and obligations. Governance responsibilities should be included within the process for setting and monitoring staff objectives (the Performance and Development Review process). Supporting the Corporate Governance Framework The formal structures in the Corporate Governance Framework are supported in their operation by the CQC Secretariat in Corporate Services. Monitoring and review of the Corporate Governance Framework Monitoring the operation of the Framework is the responsibility of the Director of Corporate Services. The Director will provide reports to the Executive Team and the Board about its effective operation, making recommendations for changes and improvement as required. The day-to-day lead for the Framework as a whole is the Head of Governance to whom queries about the Framework should be directed in the first instance. The Framework will be reviewed annually to ensure that it remains up-to-date 3

4 and fit for purpose. As and when CQC s remit changes for example when it takes on new or additional functions the Framework will be revised to reflect the changes. It will also be revised to take account of any new requirements arising from the CQC/DH Framework document. Internal Audit provides an annual independent assurance on the adequacy, application and effectiveness of governance in CQC. The Chief Executive is also required as the Accounting Officer to include a Governance Statement in the Annual Report and Accounts laid before Parliament, which is subject to scrutiny by the National Audit Office. The Corporate Governance Framework will support the preparation and scrutiny of the Governance Statement. Corporate Services Directorate October

5 THE CQC CORPORATE GOVERNANCE FRAMEWORK 1. Legislative Context The Care Quality Commission (CQC) is an executive non-departmental public body established by legislation to protect and promote the health, safety and welfare of people who use health and social care services and as the regulator of all health and adult social care services in England. Its purpose is to make sure health and social care services provide people with safe, effective, compassionate, high-quality care and to encourage care services to improve. Its role is to monitor, inspect and regulate services to make sure they meet fundamental standards of quality and safety and we publish what we find, including performance ratings to help people choose care. CQC s statutory functions are set out principally in the Health and Social Care Act 2008 but also in other legislation, most recently the Care Bill 2013 which is still going through Parliament and is expected to achieve Royal Assent by April 2014 (a summary of applicable legislation is at Appendix 1). In May 2012, the Department of Health (DH) laid Regulations to increase the membership of the Care Quality Commission from a minimum of six to a maximum of twelve Members plus the Chair, who are appointed by the Secretary of State. The majority of Commissioners are non-executive members of the CQC Board who are appointed on the basis that they possess a range of skills and experience relevant to CQC s business and are responsible, amongst other things, for setting the strategic direction of CQC. Individually, non-executive Commissioners do not have executive powers; but corporately they carry responsibilities particularly for those matters reserved to the Board for decision (see further section 5.1). The executive role is delegated to the Chief Executive Officer, who is an executive member of the Board. New proposed Regulations will increase the maximum size of the Board to 14 plus Chair to ensure that Chief Inspector of Hospitals, the Chief Inspector of Adult Social Care, the Chief Inspector of General Practice and the Director of Strategy and Intelligence are able to become executive members of the Board, in addition to the Chief Executive. The Secretary of State will continue to appoint the Chair and the non-executive directors; CQC will appoint its own executive directors. As an Arms Length Body 4, CQC aims to have a good working relationship with its Sponsor Department, the Department of Health, where its responsibilities and accountabilities are clear and delivered through appropriate governance arrangements. DH and CQC agreed a Framework Document in 2010 which sets out CQC s purpose, its governance and accountability, management and financial responsibilities and reporting procedures. It has been under review to take account of additional 4 Requirements on an Arms Length Body are set out in Managing Public Money and in Corporate Governance in Central Government Departments 5

6 responsibilities given to CQC in the Health and Social Care Act 2012 and is currently under review to take account of the forthcoming changes in the Care Bill as well as Government s announcements about CQC s independence. 2. CQC is accountable At the heart of good governance is accountability. CQC makes itself accountable in a number of ways, including through publications, regular engagement with stakeholders and public consultation. 2.1 Accountability to Parliament and the Department of Health CQC is accountable to Parliament through the Secretary of State for Health, particularly for the effective, efficient and economical carrying out of its functions. CQC s formal accountability is through: Its published Framework Document with Department of Health as its Sponsoring Department Its Public and Parliamentary Accountability (PPA) Protocol Laying its report and accounts annually before Parliament Its annual accountability hearing with the Health Select Committee and appearances before other Parliamentary select committees The Appointment of the Chief Executive as the Accounting Officer (AO) External audit of its accounts by the National Audit Office on behalf of the Comptroller and Auditor General Publishing information about its activities in accordance with its publication scheme A Strategic Plan which is published and forms the basis of regular meetings with DH Widespread consultation and engagement with all stakeholders on its Strategy to which it responds publicly; and A clear complaints process The DH/CQC Framework Document sets out how the Department expects CQC to report to the Department, in addition to the AO s accountability responsibilities to Parliament. Appendix 2 sets out further detail of CQC s accountability arrangements to DH. Performance reporting to DH includes: Monthly monitoring information on financial performance against budget to be sent to DH sponsorship team, Quarterly accountability meetings between DH officials and CQC senior officers to consider, at a strategic level, how CQC is performing and managing risk. The meetings are attended by the CQC Chief Executive and chaired by the Senior Departmental Sponsor. The Chief Executive reports the outcome of the meetings to the CQC Board through his Chief Executive s report. Six monthly meetings between the SofS and the CQC Chair to discuss CQC s performance and any relevant issues An annual appraisal of the CQC Chair by the DH Permanent Secretary 6

7 An annual report and Governance Statement which must be sent to DH two weeks in advance of publication in Parliament. In addition to reporting on the accounts and requirements on financial management, the annual report is required to outline CQC s main activities during the year and how well it has performed; and set out its plans for the coming year. In accordance with good practice in relation to annual reports, it should include an assessment of significant risks and how these have been managed, how the CQC has engaged with stakeholders, and how well the Board has performed in its leadership capacity. Five yearly reviews of CQC s status: the next quinquennial review is due in Finally, in the event of what the Secretary of State believes to be a significant failure by CQC to discharge a function properly, the Secretary of State has power to make a direction to CQC. Key contribution to governance: when CQC s accountability to the Secretary of State is open and transparent, Parliament and the Department of Health can be sure that CQC is discharging its statutory purpose economically, efficiently and effectively. 2.2 Accountability to stakeholders and the public In addition to its Parliamentary accountability, CQC is committed to being open and transparent in reporting to the public on how well it is discharging its responsibilities. The Board usually meets monthly in public. CQC publishes an annual state of care report which provides details of compliance and enforcement action across all sectors. The CQC website provides information about which health and social care providers are meeting essential standards, to help people in making choices about their care or in raising concerns with CQC. CQC seeks to involve people in its core activities to ensure that people s views and experiences are taken into account in decision-making. CQC undertakes a range of surveys; and has set up panels to include a wide range of people from across the services it regulates. People are also involved in consultations eg on its strategy, training events, workshops etc. CQC involves people in its inspections, particularly people from harder to reach service users. These people known as Experts by Experience are trained and authorised to accompany inspectors to assist in talking to service users. As part of its new approach to inspection, CQC will hold public listening events before each hospital inspection, where the public will be invited to tell CQC s inspection panel what they think of the services provided by the Trust. This will be in addition to the inspectors talking to doctors and nurses, hospital managers and patients in the hospital. 7

8 Key contribution to governance : when CQC s engagement with stakeholders and the public is effective, CQC can demonstrate that its strategic priorities and activities focus on the things that really matter to people and take account of professional advice, community aspirations and the experience of users. 3. A clear purpose: what is CQC there to do? Being clear about the organisation s purpose is the first requirement of good governance. During 2012 and early 2013, CQC consulted widely on its strategy for the coming three years and announced far-reaching changes in the way it will deliver its responsibilities: Our purpose: We make sure health and social care services provide people with safe, effective, compassionate, high-quality care and we encourage care services to improve. Our role: We monitor, inspect and regulate services to make sure they meet fundamental standards of quality and safety and we publish what we find, including performance ratings to help people choose care. We will make major changes to what we do and how we do it. We will make sure health and social care services provide people with safe, effective, compassionate, high-quality care and we will encourage services to improve. We will make sure that above all else our judgements are completely independent of the health and social care system and that we are always on the side of people who use care services. Key contribution to governance: when CQC as a whole is clear about its strategic purpose and the values by which it operates, all parts of the organisation can effectively share in CQC s vision and work together to deliver the outcomes which CQC seeks to achieve. 4. Key principles of good governance in CQC Good governance enables CQC to deliver its strategic purpose. The key governance principles to which CQC subscribes are: CQC will demonstrate effective leadership and will set clear direction; CQC will be open, transparent and accessible in the way it conducts its business; Everyone involved in CQC will be clear about their roles and responsibilities and how these contribute to delivering CQC s strategy; CQC will be accountable and will ensure that decisions are well made and effectively implemented; CQC will manage risk and performance effectively; and Everyone in CQC will demonstrate their commitment to CQC s values and will behave with integrity 8

9 These governance principles are outlined in CQC s Statement of Commitment to Good Governance. They are delivered through the CQC Board and Committee structure, key roles and key policies and processes. These are described below. 5. Structures The Board and Committee structure which supports CQC s governance responsibilities are as follows. 5.1 The CQC Board Purpose The Board of Commissioners is the senior decision-making structure in CQC. It provides strategic leadership to CQC and takes collective responsibility for the long-term success of the organisation. The role of the Board is more fully described in the current Framework Agreement between the CQC and the Department of Health and in the Board s Standing Orders. Membership The Board consists of the CQC Chair and up to twelve [soon to be fourteen] Commissioners, including the Chair of Healthwatch England. All Non- Executive Commissioners are public appointees, appointed by the Secretary of State for Health. The CQC Board is a unitary Board consisting of a majority of Non-Executive members, appointed for a period of up to four years, which is renewable up to a maximum tenure of ten years, and a minority of Executive members, including the Chief Executive and other members of the Executive Team: the Chief Inspector of Hospitals, the Chief Inspector of Social Care, the Chief Inspector of General Practice and the CQC Director of Strategy and Intelligence. Corporate responsibility of the Board While the Board is empowered to make decisions, the members do so collectively, in full session. Each member, including the executive members, has equal responsibility to participate in Board discussions and decisions; and then to abide by the collective decision of the Board. Executive members of the Board are not simply members of the Chief Executive s Executive Team when engaged in Board business but have a wider responsibility for the whole of CQC s business. With the exception of the Chair who can take Urgent Action under certain circumstances, non-executive Board Members do not have executive powers individually. The Board delegates executive responsibility to the Chief Executive and through the Chief Executive to the Executive Team. It remains the job of the Board, individually and collectively, to challenge the Executive to achieve high performance, to seek assurance that what is claimed is being 9

10 done and achieved, and that actions taken and processes put in place are effective in achieving what was intended. Main responsibilities Within the framework set by DH for the health and social care system as a whole and particularly for the role of regulation and standard setting within that system, the CQC Board determines CQC s mission, vision and values. In support of that, the Board: Set the CQC strategy and approve the CQC strategic plan containing the strategic objectives. Agree the CQC business plan which is designed to achieve CQC s strategic objectives ensuring that the necessary financial and human resources are in place. Approve the CQC regulatory model and enforcement policy. Hold the CQC Executive to account for performance and the proper running of CQC. Set the risk appetite for CQC, including both corporate and regulatory risk, approve the risk management processes, and own the strategic risk register, and identify and escalate to the Secretary of State where there are risks which may threaten CQC s ability to meet its objectives or ability to discharge its regulatory responsibilities. Set and promote the culture, values and behaviours of the organisation. Determine which decisions it will make and which it will delegate to the Executive Team via the Scheme of Delegation. Approve all CQC statutory publications. Act impartially and independently and not be influenced by external bodies. Accountability The Board is accountable to Parliament, the Secretary of State for Health and the public via the Chair (see section 2). Board meetings The Board meets regularly in public. It reviews the effectiveness of CQC s regulatory activity through the performance scorecard, targets, performance and progress toward the CQC strategic and business plan objectives and considers issues of policy and strategic direction. The Board meets in private as required to receive reports on matters which are confidential in relation to individuals, are sub judice, to consider draft reports prior to publication and to consider early drafts of policy proposals, consultation documents etc. While the default position is that most matters will be considered in public, the Board has agreed that some matters should always be taken in private session: 5 5 January 2012 paper to the Board, agenda item 13, CM (P) Private Board meetings.doc 10

11 Identification of personal information of service users, carers, staff members etc., or discussing a case which may identify them Redundancy of individuals Details of specific CQC regulatory action where public discussion would be prejudicial Legal advice to the Board Matters pertaining to negotiation positions with third parties Strategy development sessions Board development sessions The Executive Members attend all Board meetings.. Other officials may be required to appear as necessary. Key contribution to governance : when the Board is operating effectively, the CQC is, and is perceived to be, well led, well directed and well controlled whilst achieving its strategic objectives. 5.2 Committees of the Board The Board is supported in its work by its committees Regulatory Governance and Values Committee (RGVC) Purpose The purpose of the Committee is to strengthen the Board s oversight of the risks associated with delivering the CQC s regulatory responsibilities and to ensure that its values are communicated and achieved across CQC. The RGVC will provide assurance to the Board that the systems, processes and accountabilities are in place to identify and manage the risks. It will assure the Board that the surveillance model is robust and make possible an effective inspection programme that provides public confidence in the work of the CQC. The RGVC will also be responsible for overseeing the operation of the CQC s internal whistle blowing arrangements and how the CQC handles concerns raised by the public. Membership The Committee consists of up to 5 Non-Executive Board Members, one of whom is a member of ACGC. It is chaired by the Senior Independent Non- Executive Board Member (see 6.2). Main responsibilities The Committee provides assurance to the Board that there are robust and effective structures, processes and accountabilities in place for identifying and managing risks associated with delivering the regulatory programme, which includes registration, surveillance, inspection and enforcement. The Committee is also responsible for ensuring that CQC s values are understood throughout the organisation and by CQC s strategic partners; and 11

12 that the whistle blowing policy for CQC staff and the CQC complaints policy are reviewed and assessed periodically to ensure they are aligned with best practice, meet the CQC business needs and support the CQC values. Committee meetings The Committee will meet at least quarterly and more frequently if the Chair believes it is necessary. Key contribution to governance: when the Regulatory Governance and Values Committee is operating effectively, the CQC Board can have confidence that the CQC s regulatory model is robust and effective Audit and Corporate Governance Committee (ACGC) Purpose The Audit and Corporate Governance Committee (previously known as the Audit and Risk Assurance Committee) supports the Board by challenging management and seeking independent assurances on the adequacy of CQC s corporate risk management, financial controls and corporate governance systems. The Committee s role is to review the comprehensiveness of assurances in meeting the Board and Accounting Officer s assurance needs and to review the reliability and integrity of these assurances. The Committee also oversees issues of risk, governance and control relating to Healthwatch England in a separate session convened specifically for that purpose. Membership The Audit and Corporate Governance Committee (the Committee) comprises 3 CQC Board members, a member of the Healthwatch England Committee and two independent non-executive members who have no other connections to CQC and are able to provide the Committee with wholly independent expertise and perspective. At least one member of the Committee must be a professionally qualified accountant. A member of ACGC sits on the Board s Regulatory Governance and Values Committee. The Chair of the Committee, who is a member of the Board, is also expected to have the necessary skills to enable them to discharge their responsibilities. In order that the Committee can provide the Board with advice and challenge, it is not appropriate for either the CQC Chair or the Healthwatch England Chair to be members of this Committee. Main responsibilities The Committee supports the CQC Board and the Accounting Officer by examining in detail the CQC arrangements to identify and manage risk, conduct a programme of internal audit and annual external audit, and identify and deal with fraud and bribery; and by reporting to the Board on its findings with recommendations, when required, for remedial action. In support of that role, the Committee: 12

13 obtains assurances from the Executive about the adequacy of the design and operation of the processes and systems to support the above arrangements and tests these; approves the annual programme of internal audits and determines whether agreed management actions are being carried out in line with the agreed timescales and whether those actions are effective in securing the improvement envisaged. The Committee also reviews the work and findings of the external auditor; reviews the CQC risk management framework, examines risk registers to seek assurance that risks are properly identified, that risk controls and mitigating actions are being maintained and that these are effective; reviews the information governance strategy and its application reviews the fraud and bribery prevention policies and their application and any cases that may arise; reviews CQC s corporate governance arrangements to ensure they remain fit for purpose; oversees the preparation of the draft financial accounts and Governance Statement, provides assurance to the Board that the appropriate financial accounting policies have been applied and recommends to the CQC Board when these are ready to be signed by the Chief Executive. The Committee undertakes a similar role in relation to Healthwatch England, providing assurances to the Accounting Officer and the Healthwatch England Committee on the effectiveness of arrangements which Healthwatch England has in place. Committee meetings The Committee meets at least quarterly and additional meetings can be arranged if the Chair believes it is necessary. Its meetings are in two parts: the first part dedicated to CQC and the second part to the Healthwatch England. The Chief Executive, Executive Directors and other CQC officials may be summoned to attend part one of the Committee to answer questions about their management of audit actions and risks controls. If summoned, all officials are expected to treat attendance at the Committee as a priority. The Chief Executive of Healthwatch England attends part two of the meeting. The Department of Health may send an observer to ACGC meetings. The external auditor and the internal auditor also regularly attend ACGC meetings. Key contribution to governance : when the ACGC is operating effectively, the CQC Board, the Healthwatch England Committee and Accounting Officer are able to demonstrate that they have robust assurances that risk management and audit processes are fit for purpose in design and are operating effectively in practice. 13

14 5.2.3 Remuneration Committee (RemCo) Purpose The role of the Remuneration Committee is to approve the remuneration of the Chief Executive, Chief Inspectors and CQC Directors and other senior managers (as defined by Government). The Committee also oversees the pay and reward arrangements for CQC staff and has responsibility for oversight of Board development and succession planning. Membership The Committee comprises 3 Board members, augmented by an independent non-executive member. The Chair of the Committee, who will be a member of the Board, is expected to have the necessary skills to enable them to discharge their responsibilities. Meetings Typically the Committee will meet between 2-3 times per annum. Key contribution to governance : when the RemCo is operating effectively, the CQC is able to demonstrate that it has pay and reward arrangements in place for senior managers which are set independently, satisfy government policy requirements, are value for money and support CQC in meeting its strategic and business plan objectives. 5.3 Statutory Advisory Committees Primary legislation founding CQC includes a requirement for CQC to have at least one statutory Advisory Committee. It also allows for other such Committees as CQC may require or the Secretary of State might determine. Currently there are three such Committees. Although these advisory Committees do not discharge duties on the Board s behalf, the Board has agreed that they should be chaired by a non-executive member of the CQC Board. The Committees promote engagement with CQC s stakeholders and their terms of reference, which are agreed by the Board, enable the Committees to provide the CQC Board with advice on the discharge by CQC of its functions. This advice can be provided whether or not it is sought by CQC. The proceedings of the Committees are published Stakeholder Committee Purpose The Committee s role is to provide advice to CQC s Board and Executive Team on specific questions of CQC s revised strategy and policy put to it by the Board. Membership This Committee membership is chosen from senior stakeholders to represent 14

15 the spectrum of sectors CQC regulates. The members may also sit on sectorbased advisory groups chaired by Chief Inspectors. The Committee is chaired by the Chief Executive. Responsibilities The terms of reference of the Stakeholder Committee are under review. Its responsibilities include advising on the direction of strategic changes, ensuring the impact on each sector is understood and addressed, identify areas of overlap and to evaluate the impact of changes. tthe Committee will meet quarterly. Accountability The Committee provides advice to the Board. Key contribution to governance : when the Stakeholder Committee is operating effectively, the Committee s advice is constructive in helping to improve the effectiveness and reputation of CQC Healthwatch England Committee (HWE) Purpose The Health and Social Care Act 2012 made provision for the establishment of a new statutory Committee within CQC, Healthwatch England (HWE). The primary purpose of Healthwatch England is to be the national consumer champion for users of health and social care services and to provide the Commission or other persons with advice, information or other assistance in accordance with provision made by or under Act of Parliament. The CQC Board has agreed that while Healthwatch England is a Committee of CQC, it should operate as independently as possible. Membership The Healthwatch England Committee consists of eleven members, all chosen as experts in their field, plus the chair, who is a Non-Executive member of the CQC Board. Responsibilities Healthwatch England s remit is make sure that the views and experiences of people who use health and social care services are heard and taken seriously at both a local and national level. Healthwatch England does this by building a national picture of the issues that matter most to consumers and users of health and care services and use the evidence to influence those who plan and run services at a national and local level. Healthwatch England leads and supports the Heathwatch network, made up of 152 community-focused local Healthwatch. HWE will also be able to escalate concerns about health and social care services raised by the public to CQC, and to other national bodies. 15

16 Accountability HWE is a statutory Committee of CQC, set up with a specific purpose under para 6(1A) of Schedule 1 to the Health and Social Care Act Healthwatch England has operational and editorial independence, setting its own strategic priorities and business plan. It is required to present its own report of its activity to Parliament. It will have a separate and ring-fenced budgetary allocation for which the Healthwatch England Chief Executive is accountable to the CQC Chief Executive and Accounting Officer. The Healthwatch England accounts will be consolidated within CQC s annual accounts for presentation to Parliament. Key contribution to governance: when the Healthwatch England Committee is operating effectively, there is a strong collective voice of patients and of people who use health and social care services to inform decision-making by CQC and other providers National Information Governance Committee (NIGC) Purpose CQC acquired responsibilities under the Health and Social Care Act 2012 to monitor and seek to improve the information governance practices of registered health and social care providers and to keep the NHS Commissioning Board and Monitor informed about this practice. To help it discharge this responsibility, CQC has established a National Information Governance Committee to advise and assist the Commission Membership The Committee is chaired by a member of the CQC Board. The CQC Board has agreed criteria for membership of the committee. It currently includes 5 independent members who have been appointed for an initial period of two years, and representatives of key organisations, including NHS England, the Health and Social Care Information Centre, and Healthwatch England. The Information Commissioner s Office is invited as an observer. Responsibilities The CQC Board has agreed that the NIGC should help to improve practice by generating an overview of quality in Information Governance practice, focusing on the impact which good information governance can have on the quality of care people receive, including the importance of sharing information between services and identifying examples of good practice. Accountability The NIGC has been established as an advisory committee of the CQC Board, using CQC s power under paragraph 6(3) of the 2008 Act. The NIGC has no executive powers. Its role is to provide independent and objective advice to the Commission. 16

17 Frequency NIGC meets at least four times a year. Additional meetings may be arranged if required. Key contribution to governance: when the NIGC is working effectively, the public is able to have confidence that providers of health and social care are managing information, including confidential information correctly. 5.4 The Executive Team Purpose The Board has delegated responsibility for leading the organisation on a dayto-day basis to the Chief Executive 6. The Chief Executive is responsible for implementing CQC s strategic priorities and managing the delivery of CQC s services within a framework of strategic control contained within a scheme of delegation. That scheme of delegation provides for the Chief Executive to take executive action in accordance with CQC s strategic priorities and to delegate further to members of staff. The Chief Executive leads the Executive Team. It is through the CQC s Executive Directors that the Chief Executive both discharges the responsibilities delegated by the CQC Board and the additional responsibilities required of an Accounting Officer of an Arms Length Body (see further at 6.7). Membership The Executive Team comprises the senior staff within CQC: the CQC Chief Executive, two Executive Directors Director of Strategy and Intelligence and the Director of Corporate Services, the Director of Change and three Chief Inspectors, Hospitals, Adult Social Care and General Practice. Main responsibilities The Executive Team s governance responsibilities are to: ensure that the CQC business plan objectives are being achieved and deploy and re-deploy resources accordingly; ensure that the targets in the corporate scorecard are being met; ensure that the CQC regulatory model operates so as to discharge CQC s regulatory duties; ensure that CQC meets its statutory and other legal obligations as a corporate body and as an employer; manage CQC s principal corporate risks and issues and ensure appropriate resources are deployed to address these implements and manages organisational culture, values and behaviours 6 In accordance with para 7 Schedule 1 to the 2008 Act and CQC s Standing Orders 17

18 consider and approve and amend corporate operational policies and business processes; approve reports and proposals due to be presented to the CQC Board; and determine which of its governance responsibilities it wishes to delegate to its subcommittees. Accountability The Executive Team is accountable to the Chief Executive. The Chief Executive is accountable to the CQC Chair, Parliament and as Accounting Officer to the Department of Health Principal Accounting Officer. The Chief Executive determines to what extent he wishes to discharge the Executive s governance responsibilities via a line management relationship with Executive Directors, or collectively via the Executive Team. Key contribution to governance : when the Executive Team is operating effectively, the CQC Chief Executive is able to be assured that the responsibilities delegated from the CQC Board and associated with being the CQC Accounting Officer are being discharged effectively, efficiently and economically; and that risks and threats to CQC meeting its business plan objectives are adequately identified, controlled and mitigated. 5.5 Executive Team Committees The Executive Team has a number of Committees and subcommittees which support it in managing CQC and in discharging its governance responsibilities. The main Committees are: The Transformation Programme Board has responsibility for overseeing the delivery of CQC s strategy in line with the outcome of CQC s consultation on its strategy for 2013/14 to 2015/16. The Programme Board owns and manages the portfolio of programmes and projects that constitute the strategy programme and ensure alignment between delivery of activities through the strategy programme and business plan. The Board will set the direction for the programme, approve the Programme Plan, and have oversight of delivery, managing escalated risks and issues. The Board will ensure the appropriate resources required by the projects within the programme are made available when required and take decisions as necessary throughout the life of the programme. It will also ensure that the benefits required from the Transformation Programme are realised The Investment Committee ensures that the resources of CQC are deployed as efficiently and effectively as possible to achieve CQC s strategic and business plan objectives. It provides the necessary challenge on behalf of the Executive Team: To maintain effective governance and oversight that ensures the 18

19 necessary business case and procurement approvals are in place for programme and project investment and that these align with CQC s strategy and priorities; To ensure there is a clear understanding of the business case costs and benefits, and that costs can be contained within the CQC affordability envelop To advise the improvement of the investment to ensure value for money and return on investment. To monitor on an ongoing basis the costs and benefits of the programmes of the efficient and effective use of CQC resources. The subcommittees (at Annex 3) support the Executive Team and Directors to deliver their responsibilities. 6. Key roles A key principle of good governance is having clearly defined roles and functions, including for the Board and for the Executive. Within CQC, there are a number of roles which have specific responsibilities relevant to the Governance Framework. These roles are detailed below. (See further Appendix 4 for Current Role Holders.) 6.1 The CQC Chair Role The CQC Chair s role is to enable and lead the Board. This role is crucial to the effectiveness of the organisation. The Chair is responsible for leading the CQC Board, ensuring it discharges its responsibilities effectively and in the public interest. Clear division of responsibilities between the Board and the Executive so that no one individual has unfettered power of decision A complementary relationship between the Chair and Chief Executive is important to delivering effective leadership of the organisation. The Chief Executive is accountable to the Chair and Board for ensuring that the Board is empowered to govern the organisation and that the objectives it sets are accomplished through effective and controlled executive action. Term of appointment The CQC Chair is appointed by the Secretary of State for a period of up to 4 years, which may be renewed for a second term. Main responsibilities The Chair is required by the Secretary of State for Health to provide leadership and challenge to the organisation through delivery of the following responsibilities: Challenge, provide direction, encourage and enable CQC to be a first class regulator of quality in health and social care Develop, with others, the vision and strategy for effective regulation of health care and social care so that the public can be assured that providers are meeting essential standards of quality and safety In partnership with the Chief Executive, set the tone for excellent 19

20 working relationships between the CQC and key stakeholders to ensure the confidence of people who use services, the wider public Government and Parliament Ensure that the Board and the CQC observe the Secretary of State for Health s policies and priorities including the requirements of the Code of Conduct for Board members of public bodies and any other directions issued by the Secretary of State concerning the conduct of CQC. Ensure that the Board puts policies in place to ensure the effective management of resources and the development of all its staff, reflecting the organisation s purpose and values Build, develop and improve the Board. Provide guidance and support to all CQC Non-Executive Board members, ensure their effective induction, support development and advise the Department of Health on their performance. The Chair has particular responsibility for setting the Board s agenda, ensuring that the Board conducts its business in an open and transparent manner, that all Board members are able to participate fully in discussions and decisions taken by the Board and ensuring constructive relations between executive and non-executive and between all participants at the Board. The Chair reviews the effectiveness of individual Board members and of the Board as a whole on an annual basis, reporting what has been done in the annual report. The Chair also takes the lead in ensuring that the CQC Chief Executive is held to account for the performance of CQC in accordance with statutory requirements. He represents the Board to stakeholders and the general public as well as to Ministers, ensuring CQC retains public confidence. The Chair s responsibilities are set out in the DH Framework Document Accountability The Chair is accountable to the Secretary of State for Health. Key contribution to governance: when the CQC Chair is effective, the Board is well led and demonstrates the highest standards of integrity; discussions are well informed, challenging and focused; and decisions are clear and strategic. 6.2 The Senior Independent Director Role In accordance with the Cabinet Office guidance on corporate governance, the CQC Chair has decided to appoint a Senior Independent Non-Executive Board Member who will be identified as such in CQC s annual report. The Senior Independent Director is expected to work with the Chair and other Board Members to resolve significant issues. The role-holder also has a defined role in the CQC whistle-blowing policy for staff as someone to whom 20

21 concerns may be brought. Term of appointment The term of appointment is at the discretion of the CQC Chair. Responsibilities The Senior Independent Director will: meet regularly with other Non-Executive Board Members to ensure that their views are understood and that the Chair is made aware of any concerns they have. Any Non-Executive Board Member may request a meeting with the Senior Independent Non-Executive Board Member; meet annually with the Non-Executive Board Members to gather input to the Chair s appraisal by the Secretary of State; act as a sounding board for the Chair, providing support to the Chair in delivery of his objectives. Accountability The Senior Independent Director is accountable to the CQC Chair. 6.3 Board Members Role The Board Members constitute the Commission and have overall responsibility for setting strategic direction for CQC (see 5.1 on the Board). Term of appointment Non-executive Members of the Board are appointed for a term of up to 4 years which is renewable, provided the length of time on the Board does not exceed ten years. All Board Members are appointed on behalf of the Secretary of State for Health. The Executive Members of the Board, including the Chief Executive, remain Board members while they hold their designated office. Main responsibilities The Commissioners are expected to use independent judgement to: contribute to the development of strategy agree the goals, business plans and objectives of the organisation scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance ensure that financial controls and systems of risk management are effective and are being managed proactively ensure an effective culture, values and behaviours for the organisation ensure compliance with the requirements of internal standards, external agencies and legislation represent the Board if required at official occasions etc Accountability 21

22 The Board Members are accountable to Secretary of State via the Chair. Key contribution to governance: when the Board is operating effectively, Members are clear about their role and act as a collegiate body. They are knowledgeable and well briefed in advance of meetings and work effectively for the public benefit. There is clarity about the service the Board wants to deliver. Responsibilities are shared across all Board members. 6.4 Independent Members of Board Committees Role Independent Members of Board Committees may be appointed by the Chair of each Committee to provide advice to the Committee. Term of appointment The term of appointment is at the discretion of the Chair of the Committee. Main responsibilities Independent Members are recruited by virtue of their experience and skills to contribute their expertise to the Committees discussions. Key contribution to governance: when the Board is supported by Independent Members with relevant expertise, its discussions and decisions are well informed and high quality. 6.5 Healthwatch England Chair Role The Chair of Healthwatch England provides leadership to the Healthwatch England Committee and serves as a Commissioner on the CQC Board. Term of appointment The Chair of Healthwatch England has been appointed by the Secretary of State for Health as a Commissioner of the CQC Board for a period of three years, with the possibility of renewal for one further term. Main responsibilities To lead the Healthwatch England Committee, ensuring that it meets its statutory obligations and discharges its responsibilities efficiently and effectively. Ensure that strategic priorities and a business plan are set for Healthwatch England Overseeing the day to day running of Healthwatch England by the HWE Chief Executive Report on Healthwatch England s activities to the CQC Board, as required by the CQC Chair Maintain an effective relationship with the CQC Chair To participate fully as a Commissioner in CQC s wider activities. 22

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