Board roles and terms of reference

1. Constitution

The Appointment and Remuneration Committee (hereafter referred to as the Committee):

1.1 - is a formal sub-committee of the Board of Directors;

1.2 - is appointed and authorised by the Board of Directors to act within its terms of reference.  All members of staff are directed to co-operate with any request made by the Committee.

1.3 - is authorised by the Board of Directors to instruct professional advisors and request the attendance of individuals and authorities from outside the Trust with relevant experience and expertise if it considers this necessary for, or expedient to, the exercise of its functions.

1.4 - is authorised to obtain such internal information as is necessary and expedient to the fulfilment of its functions.

2. Membership

2.1 - The Committee membership is as follows:

• Trust Chair (who will chair the Committee)
• All Non-Executive Directors

2.2 By invitation, meetings of the Committee may be attended by:

• Chief Executive
• Executive Directors
• Director of Workforce (or equivalent)
• Director of Corporate Affairs
• Any other person co-opted by the Committee to attend a meeting so as to assist in deliberations.

Additional attendees shall be invited to attend as necessary but must withdraw for any issue that relates to them personally.

3. Frequency and quoracy of meetings

Meetings shall be held as frequently as it may determine to meet its purposes and not less than once during any financial year.

Any member unable to attend a meeting of the Committee will be required to forward their apologies to the Director of Corporate Affairs in advance of the meeting. 

The Committee will be quorate with three members present, plus the Chair (or Deputy Chair).

 4. Function

In respect of appointments, the Committee will:

4.1 - Regularly review the structure, size and composition (including the skills, knowledge and experience) required of the Board and make recommendations to the Board with regard to any changes.

4.2 - Give full consideration to and make plans for succession planning for the Chief Executive and other Executive Board Directors and the first tier of management below, taking into account the challenges and opportunities facing the Trust and the skills and expertise needed, in particular on the Board in future.

4.3 - Be responsible for identifying, and appointing, candidates to fill posts within its remit as and when they arise.

4.4 - Be responsible for the appointment and removal of the Chief Executive and other Executive Directors as described in paragraph 28 of the Trust’s constitution.

4.5 - Be responsible for identifying and nominating a candidate, for approval by the Council of Governors, to fill the position of the Chief Executive.

4.6 - Before a Board appointment is made, evaluate the balance of skills, knowledge and experience on the Board, and, in light of this evaluation, prepare a description of the role and capabilities required for a particular appointment.  In identifying suitable candidates the Committee shall use open advertising or the services of external advisers to facilitate the search; consider candidates from a wide range of backgrounds; consider candidates on merit against objective criteria.

4.7 - Consider any matter relating to the continuation in office of any Board Executive Director at any time, including the suspension or termination of service of an individual as an employee of the Trust.

In carrying out the above the Committee may form sub committees for the performance of roles within any Trust processes as it thinks fit. Further it may authorise the Chair or Deputy Chair to liaise with such Trust officers or others as circumstances dictate to ensure that Trust processes are adhered to including delegating functions under such processes so that any formal determinations can be made by the Committee in a reasonable way

4.8 - Consider the engagement or involvement of any suitably qualified third party or advisers to assist with any aspects of its responsibilities.

In all of the above, the Committee will consider the risks of actions proposed and of not taking action.

In respect of remuneration, the Committee will:

4.9 - Decide and review the terms and conditions of office of the Trust’s Executive Directors and other Very Senior Managers in accordance with all relevant Trust policies, including:

• Salary, including any performance-related pay or bonus
• Provisions for other benefits, including pension and cars
• Allowances

Advise on, oversee and approve contractual arrangements for such staff, including proper calculation and scrutiny of early termination payments, taking account of national guidance or best practice as is appropriate and considering any necessary claw-back provisions in the event that the respective member of staff returns to the NHS within the period of putative notice.

Receive reports on the performance of individual Executive Directors.

Adhere to all relevant laws, regulations and Trust policy in all respects, including (but not limited to) determining levels of remuneration that are sufficient to attract, retain and motivate Executive Directors whilst remaining cost effective.

Advise upon and oversee contractual arrangements for Executive Directors, including but not limited to termination payments.

Consider and approve any individual compensation payments and/or redundancy payments amounting to more than £50,000 (settlements up to £50,000 can be approved by the Chief Executive and will be submitted to a formal (minuted) meeting of the Executive Directors for approval, with subsequent notification to the next Committee).

Consider and approve any settlement agreements with any compensation element payments, which require NHS England approval.

In all of the above, the Committee will consider the risks of actions proposed and of not taking action.

5. Reporting

The Committee reports directly to the Board of Directors.

Formal minutes will be recorded of each meeting and, save for items of individual confidentiality, will be distributed to those present at the meeting.

Minutes will be held securely by the Director of Corporate Affairs and may be accessed by the auditors, when requested.

Following each meeting of the Committee, a written briefing or a copy of the minutes, as deemed appropriate and approved by the Chair (or agreed deputy) shall be presented at the next meeting of the Board of Directors.

The Committee shall ensure that the Board of Directors’ emoluments are accurately reported in the required format in the Trust’s Annual Report.

Audit committee terms of reference

This version was approved on 6 November 2024

1. Constitution

The Board hereby resolves to establish a Committee of the Board to be known as the Audit Committee (the Committee). The Committee is a non-executive committee of the Board and has no executive powers, other than those specifically delegated in these Terms of Reference.

2. Membership

The Committee shall be appointed by the Board from amongst its independent Non-Executive Directors and shall consist of not less than four members.  A quorum shall be two members.  One of the members will be appointed chair of the Committee by the Board.  The chair of the organisation itself shall not be a member of the Committee.

3. Attendance

The Executive Director of Finance, Executive Director of Quality, Nursing & Healthcare Professionals, Medical Director, and the appropriate Internal and External Audit representatives shall attend meetings. At the end of every meeting the Non-Executive Directors should have the opportunity to meet privately with the External and Internal Auditors to establish if there are any issues they wish to raise in the absence of executive directors and senior managers of the Trust.  In addition, there will be a scheduled private meeting between the Non-Executive Directors and Auditors at least once per calendar year.

Other directors and heads of department may be invited to attend when the Committee is discussing areas of risk or operation that are the responsibility of that director/manager.

The Chief Executive should be invited to attend annually to discuss with the Committee the process for assurance that supports the Annual Governance Statement.

The Director of Corporate Affairs or nominated deputy shall attend to provide appropriate support to the chair and committee members and will ensure accurate minutes are taken.

4. Access

The Head of Internal Audit, representatives of External Audit, and the Anti-Fraud Specialist have a right of direct access to the Chair of the Committee.  This also extends to the local anti fraud specialist, as well as the security management specialist

5. Frequency of meetings

An annual programme of meetings (together with a work programme) will be agreed with the Board based on the requirements of the Board calendar.  Meetings shall be held not less than four times a year. The Board, Accounting Officer, External Auditors or Head of Internal Audit may request additional meetings if they consider that one is necessary.

6. Authority

The Committee is authorised by the Board to investigate any activity within its terms of reference.  It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

The Committee is authorised by the Board to obtain outside legal or other independent professional advice (in line with the Trust’s guidance on Managing Requests for Legal Advice) and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

7. Duties

The duties of the Committee can be categorised as follows:

7.1 Integrated Governance, Risk Management and Internal Control

The Committee shall review the Trust’s establishment and maintenance of an effective system of integrated governance, risk management and internal control, across the whole of the Trust’s activities (both clinical and non-clinical), that support the achievement of the Trust’s objectives.

In particular, the Committee will review the adequacy and effectiveness of:

(i) All risk and control related disclosure statements (in particular the Annual Governance Statement), together with any accompanying Head of Internal Audit Opinion, external audit opinion or any other independent assurances, the Committee feels appropriate, prior to endorsement by the Board.

(ii) The underlying assurance processes within the Assurance Framework that indicate the degree of the achievement of corporate objectives, the effectiveness of the management of principal risks through the Board Assurance Framework, and the appropriateness of the above disclosure statements.

(iii) The policies for ensuring compliance with relevant regulatory, legal and code of conduct requirements and related reporting and self-certification.

The policies and procedures for all work related to fraud, bribery and corruption as required by NHS Counter Fraud Authority (CFA).

In carrying out this work the Committee will primarily utilise the work of Internal Audit, External Audit and other assurance functions, but will not be limited to these sources.  It will also seek reports and assurances from directors and managers concerning the overarching systems of integrated governance, risk management and internal control, together with indicators of their effectiveness.  These ‘deep dives’ will focus on the design and application of controls which contribute to an effective system of internal control.

This will be evidenced through the Committee’s use of an effective Assurance Framework to guide its work and that of the audit and assurance functions that report to it.

As part of its integrated approach, the Committee will have effective relationships with other key committees so that it understands processes and linkages. However, these other committees must not usurp the Committee’s role.

7.2 Internal Audit

The Committee shall ensure that there is an effective internal audit function that meets Public Sector Internal Audit Standards and provides appropriate independent assurance to the Audit Committee, Chief Executive and Board.  This will be achieved by:

(i) Consideration of the provision of the internal audit service, the cost of the audit and any questions of resignation and dismissal

(ii) Review and approval of the Internal Audit strategy, operational plan and more detailed programme of work, ensuring consistency with the assurance needs of the Trust, as identified in the Assurance Framework

1. Considering the major findings of internal audit work and management responses
2. Ensuring co-ordination between the internal and external auditors to optimise audit resources
3. Ensuring that the Internal Audit function is adequately resourced and has appropriate standing within the Trust
4. Monitoring the effectiveness of internal audit and carrying out an annual review

7.3 External Audit

The Committee shall review and monitor the External Auditors’ independence and objectivity and the effectiveness of the audit process.  In particular, the Committee shall review the work and findings of the external auditors and consider the implications and management’s responses to their work.  This will be achieved by:

(i) Consideration of the appointment and performance of the external auditors, as far as the rules governing the appointment permit.

(ii) Discussion with the external auditors, before the audit commences, of the nature and scope of the audit as set out in the annual plan.

(iii) Discussion with the external auditors of their local evaluation of audit risks and assessment of the Trust and associated impact on the audit fee.

(iii) Review of all external audit reports, including the report to those charged with governance, agreement of the annual audit letter before submission to the Board and any work undertaken outside the annual audit plan, together with the appropriateness of management responses.

(iv) Ensuring that there is in place a clear policy for the engagement of external auditors to supply non-audit services.  The Committee will report at least annually to the Council of Governors on non-audit services that have been approved for the auditors to provide under the policy and the expected fee for each service.

The Committee will make a report to the Council of Governors in relation to the performance of the external auditor, including details such as the quality and value of the work and the timeliness of reporting and fees, to enable the Council of Governors to consider their re-appointment.  The Committee will make a recommendation to the Council of Governors about the re-appointment of the External Auditor.

7.4 Other Assurance Functions

The Committee shall review the findings of other significant assurance functions, both internal and external to the Trust, and consider the implications for the governance of the Trust.

These will include, but will not be limited to, any reviews by the Department of Health arm’s length bodies or regulators/inspectors (e.g. NHSE/I / Care Quality Commission), professional bodies with responsibility for the performance of staff or functions (e.g. Royal Colleges, accreditation bodies, etc.).

In addition, the Committee will review the work of other committees within the organisation, whose work can provide relevant assurance to the Committee’s own areas of responsibility.  In particular, this will include the arrangements for managing integrated governance and risk.

In reviewing the arrangements for managing integrated governance and risk, the Audit Committee will wish to satisfy itself on the assurance that can be gained from the clinical audit function.

7.5 Counter Fraud

The Committee shall satisfy itself that the organisation has adequate arrangements in place for anti-fraud, bribery and corruption that meet NHS CFA’s standards through the work of the Anti-Fraud Specialist (AFS).  It shall receive assurance over the coverage of the work of the AFS through receipt of an annual operational counter fraud plan that is compliant with the NHSCFA’s Standards for Providers.

The Committee will refer any suspicions of fraud, bribery and corruption to the NHS CFA.

7.6 Management

The Committee shall request and review any reports and positive assurances from directors and managers on the overall arrangements for governance, risk management and internal control.

The Committee may also request specific reports from individual functions within the Trust (e.g. clinical audit) as they may be appropriate to the overall arrangements.

The Committee shall use the internal auditors to track progress of outstanding audit recommendations and may require attendance from directors and managers should progress prove to be unsatisfactory.

7.7 Financial Reporting

The Committee shall monitor the integrity of the financial statements of the Trust and any formal announcements relating to the Trust’s financial performance.

The Committee should ensure that the systems for financial reporting to the Board, including those of budgetary control, are subject to review as to completeness and accuracy of the information provided to the Board.

The Committee shall review the annual report and financial statements before submission to the Board, or on behalf of the board where appropriate delegated authority is place, focusing particularly on:

(i) The wording in the Annual Governance Statement and other disclosures relevant to the Terms of Reference of the Committee

(ii) Changes in, and compliance with, accounting policies, practices and estimation techniques

(iii) Unadjusted miss-statements in the financial statements

(iv) Significant judgments in preparation of the financial statements

(vi) Significant adjustments resulting from the audit

(vii) Letters of representation

Explanations for significant variances

The Committee will review the circumstances associated with instances when the Standing Orders, Standing Financial Instructions, and Reservation and Delegation of Powers are waived.

7.8  System for raising concerns

The Committee shall review the effectiveness of the arrangements in place for allowing staff (and contractors) to raise (in confidence) concerns about possible improprieties in financial, clinical, safety or workforce matters and ensure that any such concerns are investigated proportionately and independently, and in line with the relevant policies.

7.9 Accountability and Reporting

The Committee shall report to the Board on how it discharges its responsibilities.

The Director of Corporate Affairs, or nominated deputy, shall ensure that minutes of Committee meetings are formally recorded and the chair of the Committee shall draw to the attention of the Board any issues that require disclosure to the Board or require executive action.

The Committee will provide the Board with an annual report on its work in support of the Annual Governance Statement, specifically commenting on:

(i) The fitness for purpose of the Assurance Framework.

(ii) The completeness and ‘embeddedness’ of risk management in the Trust.

(iii) The integration of governance arrangements.

(iv) The appropriateness of the evidence that shows the organisation is fulfilling regulatory requirements relating to its existence as a functioning business.

(v) The robustness of the processes behind the production of the quality accounts.

7.10 Administrative support

The Committee shall be supported by the Director of Corporate Affairs or nominated deputy, whose duties in this respect will include:

(i) Agreement of agendas with the chair and attendees

(ii) Preparation, collation and circulation of papers in good time

(iii) Ensuring that those invited to each meeting attend

(iv) Taking the minutes and helping the chair to prepare reports to the Board

(v) Keeping a record of matters arising and issues to be carried forward

(vi) Arranging meetings for the chair – for example, with the Internal / External Auditors or AFS

(vii) Advising the Committee on pertinent issues / areas of interest / policy developments

(viii) Ensuring that action points are taken forward between meetings

(ix) In conjunction with the chair, ensuring that Committee members receive the development and training they need

8. Review

 These terms of reference will be subject to review in September 2025.

Board of directors - terms of reference

​​​​​​​Reviewed and approved on 6 November 2024.

1. Constitution

1.1 The Trust has a Board of Directors, as set out in the Trust’s constitution, which exercises all the powers of the Trust on its behalf, but the Board of Directors may delegate any of those powers to a committee of Directors or to an Executive Director. 

1.2 The Standing Orders for the Practice and Procedure of the Board of Directors are set out in Annex 7 of the Constitution.

2. Membership

2.1 The Board of Directors consists of:

• Chair (who is a Non-Executive Director)
• Non-Executive Directors (who include the Deputy Chair)
• Chief Executive
• Director of Quality, Nursing and Healthcare Professionals
• Chief Operating Officer
• Medical Director
• Executive Director of Finance
• Executive Director of Strategy
• Executive Director of Workforce

2.2 The Chair of the Trust or, in their absence, the Deputy Chair, will chair meetings of the Board.

1. Meetings of the Board

Meetings will be held monthly.

Meetings of the Board will be held in public or online, however, matters of a confidential nature will be discussed in a separate closed session that will not be attended by members of the public.  In addition, the Board will hold regular informal strategy / development workshops.

4. Quorum

4.1 In line with the Trust’s Constitution a quorum will consist of five Board members, including not less than two Executive Directors, one of whom must be the Chief Executive or another executive director nominated by the Chief Executive to deputise for them; and not less than two Non-Executive Directors, one of whom must be the Chair of the Trust or the Deputy Chair.  A duly convened meeting of the Board at which a quorum is present will be competent to exercise all or any of the authorities, powers or discretions vested in or exercisable by the Trust.

4.1 An officer in attendance for an executive director but without formal acting up status may not count towards the quorum.

5. Secretary

5.1 The Trust Secretary or their nominee will act as secretary to the Board.

6. Minutes

6.1 The Trust Secretary will ensure that all proceedings and resolutions of meetings of the Board are minuted, including the names of those present and in attendance.

6.2 The Trust Secretary will ensure a separate record is kept of all points of action arising from the meetings and all issues carried forward, and that these are progressed as necessary.

6.3 The Chair will ascertain at the beginning of each meeting, the existence of any conflicts of interest and the Trust Secretary will ensure these are minuted accordingly.

7. Role and function

7.1 The Board of Directors leads the Trust by undertaking three core roles:

• Formulating the Trust’s strategy to deliver safe, high quality, patient-centred care
• Ensuring accountability by holding the organisation to account for the delivery of the strategy; by being accountable for ensuring the organisation operates effectively and with openness, transparency and candour and through seeking assurance that systems of control are robust and reliable
• Shaping a healthy culture for the Board and the organisation.

7.2 To support the Board in fulfilling its core roles, the Board will receive reports and recommendations from its formal sub-committees.

7.3 The general responsibilities of the Board are:

To formulate strategy

7.4 To agree and maintain the Trust’s strategic vision, aims and objectives.

7.5 To agree and maintain the Trust’s Integrated Business Plan and Long Term Financial Model.

7.6 To agree the Trust’s strategic plan, ensuring its delivery as a means of taking forward the strategy of the Trust to meet the expectations and requirements of stakeholders.

7.7 To take decisions on significant service changes, investment / disinvestment opportunities and other strategic matters expressly reserved to the Board of Directors, as outlined in the Scheme of Delegation.

To ensure accountability

7.8 To agree and maintain arrangements for the purpose of monitoring and improving the quality of health care provided by the Trust.

7.9 To ensure the Trust operates effectively, efficiently and economically and with probity in the use of resources.

7.10 To ensure the continued financial viability of the organisation.

7.11 To ensure that the Trust achieves the targets and requirements of stakeholders within the available resources.

To shape the Pennine Care’s culture and values

7.12 To shape the culture and values of the Trust and promote these in the way that the Board does business and interacts with the rest of the organisation and external stakeholders.

8. Review

These terms of reference will be subject to review in November 2025.

View our declaration of compliance with condition G6 of the provider license. This was signed by Claudette Elliot, acting chair, and Anthony Hassall, chief executive, on 24 June 2024.

View the latest interests declared by our board members. For older versions or reports from previous years, please email pcn-tr.board.penninecare@nhs.net

• Board declaration of interests as of October 2024

Under our standards of business conduct policy, it is the responsibility for all staff to ensure they are not placed in a position which risks or appears to risk conflict between their private interests and NHS duties.

Gifts, hospitality or entertainment - other than those of low value - should be declined and those accepted should be formally registered. These are reported annually, which you can read below.

For copies of older reports, please email pcn-tr.board.penninecare@nhs.net

• Gifts and hospitality report 2022-2023