To fulfil their collective responsibility for the exercise of their powers and the performance of the Trust, and to be accountable for both, all executive and non-executive directors of the NHS Foundation Trust must:
- Provide effective and proactive leadership of the Trust within a framework of processes, procedures and controls which enable risk to be assessed and managed
- Take responsibility for making sure the Trust complies with the conditions of its licence, its constitution, guidance issued by Monitor, relevant statutory requirements and contractual obligations
- Set the Trust’s strategic aims at least annually (in the forward plan), taking into consideration the views of the council of governors
- Be responsible for ensuring the quality and safety of health care services, education, training and research delivered by the Trust
- Ensure that the Trust exercises its functions effectively, efficiently and economically
- Set the Trust’s vision, values and standards of conduct and ensure the Trust meets its obligations to its members, patients and other stakeholders and communicates them to these people clearly
- Take decisions objectively in the interests of the Trust
- Take joint responsibility for every board decision, regardless of their individual skills or status
- Share accountability as a unitary (single) board
- Constructively challenge the decisions of the board and help develop proposals on priorities, risk mitigation, values, standards and strategy.
- Directors are paid for their skills, time and expertise in leading the Trust both strategically and operationally, as well as for taking responsibility for the performance of the Trust and being accountable in the event of failures.
Directors are paid for their skills, time and expertise in leading the Trust both strategically and operationally, as well as for taking responsibility for the performance of the Trust and being accountable in the event of failures.
The voluntary role of the governor is entirely different to that of a director. Governors are not expected to undertake the above duties or to be ultimately responsible for the performance of the Trust. The governor’s role includes specific statutory duties, but the board of directors remains ultimately responsible for the Trust’s operations and performance.
The overriding duty of the board of directors is to be collectively and individually responsible for promoting the success of the NHS Foundation Trust so as to maximise the benefits for the members of the NHS Foundation Trust as a whole and for the public. This means the board is focused on providing high-quality health care to the NHS Foundation Trust’s members and the communities it serves.
In contrast, the overriding role of the council of governors is to hold the non-executive directors, individually and collectively, to account for the performance of the board of directors and to represent the interests of Foundation Trust members and of the public.
The board is therefore responsible for the direction and performance of the Trust, while the council of governors is responsible primarily for assuring the performance of the board.
The non-executive directors are responsible for challenging the executive directors on decision-making and the Trust’s strategy, but they are collectively accountable with the executive directors for the exercise of their powers and the performance of the Trust. Unlike the executive directors, they do not have a managerial role.
The executive directors are paid employees of the Trust. They are responsible in their executive role for managing the organisation and, as board members, for the leadership and direction of the Trust. This managerial role distinguishes the executive directors from the non-executive directors, who do not have a managerial role.