Appendix 3 PROCESS FOR THE APPOINTMENT OF A NON-EXECUTIVE DIRECTOR FOR KETTERING GENERAL HOSPITAL NHS FOUNDATION TRUST 1. PURPOSE The purpose of this paper is to provide a proposal for discussion regarding agreeing a process for the recruitment and selection of Non-Executive Directors of Kettering General Hospital NHS Foundation Trust. 2. BACKGROUND 2.1 Composition of the Board of Directors Currently the composition of the Board of Directors is the Chairman, five Non- Executive Directors and five Executive Directors. The Constitution allows for a minimum of 5 and a maximum of seven Non-Executive and Executive Directors The Board of Directors agreed during the application phase of becoming a Foundation Trust that the Director of Strategy & Partnerships would be appointed as an Executive Director to the Board of Directors. To ensure that the Non- Executive Directors remain in the majority a further Non-Executive Director would have to be appointed. The Code of Governance states that "When considering the appointment Non- Executive Directors, the Council should take into account the views of the Board of Directors on the qualifications, skills and experience required for each position." The Board of Directors is recommending that the Appointment & Remuneration Committee should recruit a new Non-Executive Director. 2.2 Review by the Board Under its Terms of Reference, the Nominations & Remuneration Committee of the Board has a duty to evaluate the balance of skills, knowledge and experience on the Board of Directors and in view of this evaluation, prepare a description of the role and capabilities required for a particular appointment before making it. The code of governance also requires that the Council should take in to account the views of the Board of Directors on the qualifications, skills and expertise required for each position. The Nominations & Remuneration Committee: - Assesses the Board's current skills and capabilities against a spread of potential competencies, - Attributes which will lead to a strong Non-Executive presence on our Board. - Reviews Monitor's Non-Executive Director Job Description
2.3 Board Skills Assessment against Competencies Potential competencies for Non-Executive Directors have previously been identified as Finance, Governance, Commercial and Voluntary. Additional areas of competency are Clinical/Health, Legal, Risk Management, IT, HR, Change Management and Performance Management. A review of our entire Board's strengths across these areas shows: STRONG EXPERTISE: SOME EXPERTISE: LIMITED EXPERTISE: Governance, Performance, Finance, Commercial Legal HR, IT, Voluntary, Marketing, Clinical The balance of the Board swings towards the Private sector rather than the Public sector. 3. PROCESS The appointment of a Non-Executive Director will be made on merit, based on objective criteria following open competition. The process will be formal, rigorous and transparent and in line with best practice for such appointments. (Source: Monitor Code of Governance and Trust Constitution) 4. SUPPORT A number of Foundation Trusts are appointing external support to assist them in the recruitment process for Non-Executive Directors. The Appointment and Remuneration Committee could appoint an external organisation to act as the recruitment advisor to the Trust to share public sector best practice and ensure probity and transparency are applied to all aspects of the process in order that it would withstand public and media scrutiny. In addition, the Trust could engage a consultant specifically to search for candidates and to cast the net as widely as possible. 5. DRAFT ROLE DESCRIPTION, PERSON SPECIFICATION & TERMS AND CONDITIONS See Appendix 1 and 2. 6. DOCUMENTATION An external company will draft a complete suite of documentation, including advertisement, website copy, information pack and application form. Assessment documentation will be provided to ensure all agreed criteria are assessed and that there is a clear audit trail for the appointment process. 7. COMMITTEE RESPONSIBILITIES 7.1 The Nomination & Remuneration Committee of the Board of Directors will prepare a short list of candidates for the position of Non-Executive Director.
7.2 The Appointments & Remuneration Committee of the Council will interview the shortlisted candidates and recommend an appointment to the full Council. 8. TIMETABLE The Committee will agree an appropriate timetable for future appointments of a Non-Executive Director. 9. ELIGIBILITY OF APPOINTMENT To be eligible for appointment the successful candidate must be a public member of Kettering General Hospital NHS Foundation Trust. 10. THE RESPONSIBILITES OF THE COUNCIL OF MEMBERS Under the terms of the Trust's Constitution the Council has a statutory responsibility for the appointment (and removal) of the Chair and Non-Executive Directors of the Foundation Trust. The Appointments & Remunerations Committee will manage the recruitment and selection process in accordance with best practice for such appointments. The Appointments & Remuneration Committee will interview shortlisted candidates. 11. APPOINTMENTS & REMUMERATION COMMITTEE The Chair and a Non Executive Director of the Board of Directors will be members of the appointment panel for the Non-Executive Directors. In addition a Foundation Trust Chair will act as external assessor. 12. PROCESS TO BE ADOPTED 12.1 Advertisement Advertisements to appear in local newspapers. 12.2 Public Search and Diversity Networks The external company would contact Local Authorities, the NHS Chairs in the SHA area and candidates on their mailing list who live in the public constituency areas. The post will also be advertised on websites which could include: Appointments Commission's main website www.appointments.org.uk The Appointments Commission's microsite www.strictlyboardroom.co.uk Public Appointments website www.publicappts-vacs.gov.uk and Kettering General Hospital NHS Foundation Trust website www.kgh.nhs.uk 12.3 Selection, Appointment & Remuneration The recommended process will be as follows:
a) Application Candidates will be asked to provide a CV. b) Longlist After the closing date, using an agreed selection criteria the appointed advisor will assess each application and compile a long list of the strongest candidates with the Nomination & Remuneration Committee of the Board of Directors. c) Shortlist Copies of all applications along with the initial assessment by the appointed advisor will be forwarded to the Nominations & Remuneration Committee of the Board to individually shortlist the applications and identify those candidates they feel should be invited for interview. d) Shortlisting Meeting A formal shortlisting meeting will be convened to be attended by the Nomination & Remuneration Committee. Barring an exceptional number of high calibre candidates the Committee should aim to select for interview no more than 3-4 candidates for each post who most closely meet the specified criteria. The appointed advisor s staff will also be present to offer advice and technical support to the Committee. e) References At the time of the formal interviews, as a source of external validation and as part of their due diligence checks on candidates, the Committee will require either 2 references or 1 reference and an appraisal for all shortlisted candidates. For Non-Executives of other NHS bodies, the candidate's permission to use their most recent appraisal would be sought. This may be held by the Appointments Commission (for PCTs, SHAs or NHS Trusts) or by the organisation (for Foundation Trusts/National bodies etc.). A further external reference would be required. For candidates with no NHS connections, two references will be required including a reference from a current or most recent professional or voluntary position. The Trust will require the successful candidates to undertake a CRB check and also complete a health screening questionnaire. f) Shortlisted Candidates There will be an opportunity for short-listed candidates to meet and speak with the Chair and Non-Executive Directors of the Trust to discuss the role.
g) Interviews An interview panel of the Appointment & Remuneration Committee will be established. At interview candidates will be asked questions to assess whether they can demonstrate the required skills and expertise for the post. The selection process will ensure that the interview panel tests all the criteria. Each interview will last around 50 minutes. The appointed advisor will provide examples of questions designed to test each of the criteria. Prior to the interviews the Interview Panel will decide on a set of questions to put to each candidate to ensure that the interviews are consistent, fair and transparent. (h) External Assessor A Foundation Trust Chair from outside the area will join the panel at interview acting as an external assessor. The assessor will be present to ensure that the appointment conforms to accepted good practice and is made on merit following a fair, open and transparent process. The assessor will provide guidance on the calibre, ability and attributes of the candidates at interview. They will act in an advisory capacity only and will not be eligible to vote. (i) Decision Making Having interviewed all candidates the Interview Panel of the Appointment & Remuneration Committee will: Hear the views of the external advisor on the extent to which the candidates meet the criteria Hear from the Board s Nomination & Remuneration Committee their opinion on each candidate Review the information from the due diligence checks including references/appraisals Discuss the candidates and aim to achieve a consensus Conduct a vote (only if a consensus view cannot be achieved) The advisor will not be eligible to vote. (j) Decision and Recommendation The Appointment & Remuneration Committee is required to make a decision on the day of interviews and present their recommendation to the next full Council meeting.
APPENDIX 1 NON-EXECUTIVE DIRECTOR ROLE PROFILE 1. THE ROLE As a member of a unitary board, there is shared and collective responsibility amongst all the Directors for the overall direction and performance of the Trust. All of the Board members are required to work collaboratively and also to provide constructive challenge as necessary. The Directors must satisfy themselves as to the appropriateness and integrity of the information that comes to the Board and the efficacy of the controls and systems in pace to ensure the good governance of the Trust. The Non-Executive Director is expected to bring fresh perspectives to governance, to reflect their wider experience and skill-sets acquired outside of the Trust. 2. ROLE DESCRIPTION Commit to working to, and encouraging within the Trust, the highest standards of probity, integrity and governance and contribute to ensuring that the Trust s internal governance arrangements conform with best practice and statutory requirements Provide independent judgement and advice on issues of strategy, vision, performance, resources and standards of conduct and constructively challenge, influence and help the executive board develop proposals on such strategies Structure the performance of management in meeting agreed goals and objectives In accordance with agreed board procedures, monitor the performance and conduct of management in meeting agreed goals and objectives and statutory responsibilities, including the preparation of annual reports and annual accounts and other statutory duties Obtain comfort that financial information is accurate and that financial controls and risk management systems are robust and defensible Contribute to the determination of appropriate levels of remuneration for executive directors To chair or participate in Committees of the Board as required. Bring independent judgement and experience based on commercial, financial, legal or governance expertise from outside the Trust and apply this to the benefit of the Trust, its stakeholders and its wider community
Assist fellow directors in setting the Trust s strategic aim, ensuring that the necessary financial and human resources are in place for the Trust to meet its objectives, and that performance is effectively monitored and reviewed Assist fellow directors in providing entrepreneurial leadership to the Trust within a framework of prudent and effective controls, which enable risk to be assessed and managed Assist fellow directors in setting the Trust s values and standards and ensure that its obligations to its stakeholders and the wider community are understood and fairly balanced at all times Engage positively and collaboratively in board discussion of agenda items and act as an ambassador for the Trust in engagement with stakeholders including the local community, dealing with the media when appropriate 3. PERSON SPECIFICATION 3.1 Skills and Experience - Desirable Has relevant experience which might include: Previous work in the voluntary sector, particularly in an organisation working in health issues; Having already served the local community in local government or some other relevant capacity; Experience of management in the public, private or voluntary sectors; Experience of decision making at a senior level 3.2 Qualities - Essential A strong personal commitment to the NHS; Able to understand the needs and aspirations of under-represented sections of the community; Commitment to the needs of the public and patients served by the Trust Understanding the components of a complex organisation and the processes of planning, financial control, performance management and assurance that deliver its objectives; Excellent communications skills and, through their use, the ability to relate to an understand the staff and service partners who provide services and the patients and carers who receive them; Able to work as an effective member of a Board all of whose members are equally and jointly responsible for its decisions. 3.3 Eligibility Only a registered member of the public constituency is eligible for appointment as a Non-Executive Director. Members of the staff of the Trust are not eligible.
The candidate, if eligible, may submit an application for Trust membership with their application but will not be eligible for interview or appointment unless and until they have been added to the register of members. 3.4 Ineligibility A person cannot be a Non-Executive Director of the Trust if they: A person who has been adjudged bankrupt or whose estate has been sequestrated and (in either case) has not been discharged; A person who has made a composition or arrangement with, or granted a trust deed for, his creditors and has not been discharged in respect of it; A person who within the preceding five years has been convicted in the British Isles (or elsewhere) of any offence if a sentence of imprisonment (whether suspended or not) for a period of not less than three months (without the option of a fine) was imposed.
APPENDIX 2 NON-EXECUTIVE DIRECTORS TERMS AND CONDITIONS These are the terms and conditions under which appointments to Non-Executive Director posts are made. It is important that all Non-Executive Directors read these carefully and contact the Human Resources Department should you have any queries. 1 Statutory basis for appointment Chairs and Non-Executive Directors hold a statutory office under the National Health Service Act (2006). Chairs and Non-Executives will need to become members of the Foundation Trust prior to their appointment. An appointment does not create any contract of service or contract for services between the Non- Executive Director and the Trust. The appointment and term of office of chairs and Non-Executive Directors is set out in the constitution and standing orders of the Trust. 2 Terms of Office These will be three years, but may be renewed to six years. In exceptional circumstances, a further renewal for another year may be possible, to a maximum of seven years. 3 Employment Law Appointments are not within the jurisdiction of employment tribunals. There is no entitlement for any compensation for loss of office through employment law. 4 Appraisals Chair and Non-Executive Directors are subject to annual appraisals. 5 Re-Appointment Chairs and Non-Executive Directors are eligible for re-appointment at the end of their term of office, but they have no right to be re-appointed. Council Members may consider afresh the question of who should be appointed to office. However, Council Members are likely to consider favourably a second term of appointment without competition for people whose performance has been appraised as consistently good during their first term. If re-appointed, further terms will be subject to a maximum service of seven years in total.
6 Termination of appointment The right to terminate appointments rests with the Council Members. Non-Executive Directors may resign by giving reasonable notice (normally three months) in writing to the Trust Secretary. An appointment will also be terminated if, in accordance with the Constitution, a Non-Executive Director becomes disqualified for appointment (see also the Code of Conduct). In addition, the Council of Members may terminate appointments if a Non-Executive Director has not complied with the requirements of the standing orders. The following list provides examples of matters that may indicate to the Council that it is no longer in the interests of the Trust that an appointee continues in office. The list is not intended to be exhaustive or definitive; the Council will consider each case on its merits, taking account of all relevant factors. a) If an annual appraisal or sequence of appraisals is unsatisfactory. b) If the appointee no longer enjoys the confidence of the Council or the Board of Directors. c) If the appointee loses the confidence of members in a substantial way. d) If a chair appointee fails to ensure that the Board of Directors monitors the performance of the Trust in an effective way. e) If the appointee fails to deliver work against pre-agreed targets incorporated within their annual objectives. f) If there is a terminal breakdown in essential relationships, eg. between the Chair and the Chief Executive, or between an appointee and the rest of the Board of Directors or the Council. g) When a new chair is appointed to the Trust he/she will be expected to review the objectives of all Board members and may at the time of their next appraisal make recommendations to the Council regarding their continued appointment. 7 Remuneration Non-Executive Directors are entitled under the constitution to be remunerated by the trust for as long as they continue to hold office. The entitlement to receive remuneration only applies to the period for which appointees hold office. There is no entitlement to compensation for loss of office. 8 Current rates of remuneration These can be obtained from the Trust Secretary.
9 Tax, National Insurance and superannuation Remuneration is taxable under schedule E and subject to Class 1 National Insurance contributions. Any queries on these arrangements should be taken up with the Inspector of Taxes or the Contributions Agency respectively. Posts are not superannuated. 10 Allowances Chairs and Non-Executive Directors are also eligible to claim allowances, at rates set by the Finance Director, for travel, subsistence costs and any other expenses necessarily incurred on trust business. 11 Public speaking On matters affecting the work of the Trust, Chairs and Non-Executive Directors should not normally make political speeches or engage in other political activities. In cases of doubt, the guidance of the Trust Secretary should be sought. 12 Conflict of Interests (Code of conduct) All appointees must comply with the constitution and standing orders. In addition, Monitor's Code of Governance has been adopted as supplementary guidance. Appointees are also bound by the Trust's Code of Conduct. The above codes and guidance require chairs and Non-Executive Directors to declare on appointment and during their term of office any business interests, positions of authority in a charity or voluntary body in the field of health and social care, and any connection with bodies contracted for NHS services. These will be entered into a public register, which is available on the Trust's website. 13 Indemnity Provided Chairs and Non-Executives are carrying out the agreed business of the Board of Directors and operating within standard trust procedures and policies, they will be indemnified against personal liabilities by the Trust. 14 Time Commitment Non-Executive Directors will be expected to commit on average not less than 2.5 days per month, while the Chair will be expected to commit 10 days per month. 15 Attendance at meetings Please refer to constitution - attendance at Board of Directors meetings is mandatory. Non-Executive Directors should not miss more than two consecutive meetings without satisfactory explanations to the Trust Chair.
16 Appointment and Removal of the Chairman and Non-Executive Directors of the Trust The process for the appointment and removal of the Chairman and Non-Executive Directors of the Trust is detailed within paragraph 21 of the Constitution and paragraph 2.2 of the Board of Directors Standing Orders.