About the roles

Non-Executive Directors play a crucial role in bringing an independent perspective to the boardroom in addition to any specific knowledge and skills they may have. They have a duty to uphold the highest standards of integrity and probity and to foster good relations in the boardroom. They should apply similar standards of care and skill in their role as a non-executive director of a foundation trust as they would in similar roles elsewhere.

Non-executive directors, including the Chair:

• have a particular role in facilitating the council of governors to hold the non-executive board members to account for the performance of the board of directors.
• are expected to participate fully as members of committees of the board of directors to which they are appointed and to take the role of committee chair when so appointed.
• will meet periodically with the Chair in the absence of executive directors to discuss issues of interest or concern in addition to the annual meetings to deal with appraisal of and objective setting for the executive directors.
• will meet at least once a year with the senior independent director in the absence of the Chair to participate in the Chair’s appraisal and the setting of objectives for the Chair. In exceptional circumstances they may be asked to meet with the senior independent director to attempt to resolve issues

The Non-Executive Director role

Non-executive directors have a responsibility to:

• Support the Chair, Chief Executive and executive directors in promoting the foundation trust’s values;
• Support a positive culture throughout the foundation trust and adopt behaviours in the boardroom and elsewhere that exemplify the corporate culture;
• Constructively challenge the proposed decisions of the board and ensure that appropriate challenge is made in all circumstances;
• Help develop proposals on priorities;
• Help develop proposals on risk mitigation;
• Help develop proposals on values and standards;
• Contribute to the development of strategy.

Non-executive directors have a duty to:

• Scrutinise the performance of the executive management in meeting agreed goals and objectives;
• Satisfy themselves as to the integrity of financial, clinical and other information;
• Satisfy themselves that financial and clinical quality controls and systems of risk
• Management and governance are sound and that they are used as necessary;
• Ensure that they receive adequate information in the form that they specify and to monitor the reporting of performance.

Non-executive directors are responsible (acting in the appropriate committees) for:

• Determining appropriate levels of remuneration of executive directors;
• Participating in the appraisal of executive directors, their fellow non-executive directors and the Chair;
• Appointing the Chief Executive (with the approval of the council of governors);
• Appointing other executive directors along with the chief executive;
• Where necessary removing executive directors;
• Succession planning for key executive posts;
• Relations with the council of governors.

Non-executive directors should:

• Attend meetings of the council of governors with sufficient frequency to ensure that they understand the views of governors on the key strategic and performance issues facing the foundation trust;
• Take into account the views of governors and other members to gain a different perspective on the foundation trust and its performance;
• Have on on-going dialogue with the council of governors on the progress made in delivering the foundation trust’s strategic objectives, the high level financial and operational performance of the foundation trust;
• Receive feedback from the council of governors regarding performance and ensure that the board of directors is aware of this feedback.

Induction and refreshing skills

It is essential that new non-executive directors become conversant at the earliest opportunity with the foundation trust’s business activities, its strategy and the main areas of risk.

Non-executive directors should:

• Participate in the foundation trust’s induction programme including partnering
• Executive directors, attending briefings, meetings and reading induction materials;
• Familiarise themselves with documents set out in the director’s induction schedule particularly the key areas of risk facing the foundation trust;
• Take opportunities to develop and refresh their knowledge and skills and ensure that they are well informed in respect of the main areas of the foundation trust’s activity.

Time commitment

The minimum time commitment to fulfil the duties and responsibilities of the role equates to 4-6 days per month. Prior to taking the appointment successful candidates should inform the council of governors of any other time commitments. Once appointed non-executive directors should inform the chair of any changes to their time commitments. It is the responsibility of each non-executive director to ensure that they can make sufficient time available to discharge their responsibilities effectively.