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NHS GOVERNANCE REVIEW 2013
The formula for clear governance Finding the equilibrium
2012 highlights
We surveyed 60 NHS leaders and analysed over 100 annual reports of national health service organisations. These are the highlights of our findings:
Annual reports increased in length again and are now, on average, 175 pages for an FT, 75 pages for an NHS trust and 63
Two thirds (67%) of
pages for a PCT respondents believe the CEO
sets an organisation s tone;
just under half (49%) think
the chair performs this key
leadership role
Gender diversity in NHS
boards is setting the
standard with up to half
the board membership Only 20% of respondents being female felt CCG governance
arrangements were well
developed and ready for implementation
More than half of respondents think there is a lack of transparency around collective
and individual board performance
Non-executive directors
(NEDs) are now in the
majority on the boards of More than three quarters 83% of FTs and 73% of trusts (77%) of respondents
believe their audit committees are well placed to deal with changing risks
Almost all (95%)
respondents are considering
alternative models of A quarter of PCTs failed to service delivery adequately describe the
impact of CCGs and only 11% Financial risks and disclosed their start-up costs in
financial governance are the annual report increasingly in the spotlight, but
the going concern assertion
is not described in 11% of FT,
71% of trust and 93% of PCT
annual reports
Contents
Executive summary 2 Leadership 6 Non-executive directors and governors 14 Quality and quality governance 25 Risks and performance 29 Audit and assurance 32 Commissioner reforms 37 Communicating effectively 43 About us 47 Contact us 48
Methodology
Our data analysis is based on over 100 2011/12 NHS annual reports and this year we have expanded our review to include primary care trusts (PCTs). We also received more than 60 survey responses from NHS leaders to add comment to our objective data analysis. We set out our findings against each type of NHS body, referred to as PCTs, trusts and FTs throughout this report.
This approach builds on our work from last year, giving us the unique opportunity to review the evolution of NHS corporate governance and provide a comprehensive review of the state of governance across the service.
[1]Executive summary
Welcome to Grant Thornton s annual review of governance in the National Health Service (NHS), part of our cross-sector analysis of UK governance practice.
The NHS is at a significant crossroads. In 2013, its challenges Applying useful learnings
include: This report is part of our wider review of corporate
• responding to the 2013 publication of the Francis reportgovernance and complements our similar reviews on the
on Mid Staffordshire NHS Foundation Trust FTSE 350, local government and charities.
• answering issues about the quality of care raised by the Our ambition for this comprehensive programme is to Care Quality Commission (CQC), Monitor and other enable organisations to improve governance by learning from health watchdogs other sectors and their peers, to the benefit of themselves and those they serve. Particularly for 2013, Monitor is
• adjusting to new commissioning arrangements introducing a new licence as part of this requirement.
• managing mounting financial pressures.
Finding the right formula for effective and embedded NHS provider licence
governance frameworks will be essential to meeting these
challenges and to ensuring NHS organisations progress Monitor is consulting on the new NHS provider licence[2], effectively, with the support of all their stakeholders. Good brought in through the Health and Social Care Act. It governance is essential to: sets out three components of governance in the licence:
• patients – because they depend on the quality of 1 Board leadership
judgements the NHS makes 2 Organisational management
• the public – as it inspires confidence that the best decisions 3 Quality governance.
are being taken for the right reasons, that the quality of
healthcare is protected and that public money is being Monitor also requires licencees to provide: "a corporate wisely spent governance statement by and on behalf of its Board
confirming compliance with this Condition as at the date
• clinicians – because it supports them in making the best
of the statement and anticipated compliance with this decisions, reduces the likelihood of things going wrong
Condition for the next financial year, specifying any risks and protects them when they do.
to compliance with this Condition in the next financial
Overall trends in reporting the chair must support the board and chief executive in This year, the quality of NHS governance reporting establishing and embedding shared values that can guide improved, with foundation trusts (FTs) making particular and support all staff through the transition. However, in our progress. As primary care trusts (PCTs) work towards survey, 67% of respondents felt it was the chief executive, new commissioning structures they have not invested in not the chair, who sets the tone, with the medical/nursing governance reporting and, consequently, demonstrate director and finance director in joint second place (51%). poorer standards in this area. Their successors, the clinical The chair fell into third place with 49%, just 2% ahead of commissioning groups (CCGs), will need to draw on non-executive directors (NEDs).
best practice from elsewhere, rather than relying on past
precedent, if they are to launch in 2012/13 with robust Accountability
reporting arrangements.
NHS governance reporting still needs greater
transparency, consistency and quality. There are many The board of directors of each NHS foundation trust (the board)
is accountable for its success or failure and must ensure that the examples of NHS organisations with strong governance
trust operates effectively, efficiently and economically.
frameworks across the country, yet on the basis of this year's
review, the reporting of these arrangements often does the Monitor s Compliance Framework 2012/13, Introduction,
Paragraph 12
NHS a disservice.
The fact that more than one third of respondents think Leadership NHS corporate structures could be improved, suggests that Leadership is a key feature of effective governance. NHS accountability, too, has some way to go.
leaders will need to direct their organisations wisely and The number of board meetings per year remained static. ethically through tough challenges in the years ahead. However, there was a marked increase in the frequency of
It has been three years since the Healthcare Commissionkey committee meetings, such as those dealing with quality, linked poor leadership and NHS failure in its published risk and finance. Disclosures on board meetings and investigation into Mid Staffordshire NHS Foundation Trust: attendance have improved, although PCTs lag behind.
"We have drawn together the different strands of numerous, More than half of respondents perceived a
wide-ranging and serious findings about the trust which, lack of transparency on both collective and individual board when brought together, we consider amount to significant performance. Despite a small improvement, the transparency failings in the provision of emergency healthcare and in theof performance management arrangements and links to leadership and management of the trust We had previouslyexecutive pay remain weak.
raised concerns with Monitor about the leadership of the In December 2012, the Department of Health published trust, and we note that both the chair and chief executive have its final report into Winterbourne View Hospital3. Included
left the trust in the two weeks leading up to the publicationin the lessons learnt is a proposal to strengthen the
of this report"[3]. accountability of the board, and senior managers, against Chairs hold a prime leadership responsibility for setting the quality of care provided. The annual report, including
the tone of governance and ensuring the correct values are transparency on the performance evaluation of the board championed. As NHS organisations face radical change, and its directors, is a crucial tool for boards to be
demonstrate accountability.
Executive summary
NEDs and governors Quality governance
The ratio of NEDs on NHS boards has increased, Quality, similarly, must not be diluted in new partnership providing a more balanced board. Positively, 81% of survey arrangements. Almost nine out of 10 (89%) respondents respondents thought NEDs offered an effective challenge. believe their quality governance arrangements have
We advise NHS bodies to make good use of NEDs' demonstrably improved patient care. We urge bodies to commercial skills and experience in the new, more review this assertion to ensure it reflects true conviction that commercial healthcare environment. stands up to transparency and scrutiny and can be supported
Women continue to have a strong foothold at board level,by clear performance data.
holding between 37% and 49% of voting positions. FTs are far more likely than trusts to publish their quality
Councils of governors are becoming increasingly reports within the annual report: 89% compared with
effective. However, to hold boards to account, they will 11%. Of those organisations that publish the quality report need to keep in step with organisational change – and receiveseparately, less than half tell readers where copies can be improved performance evaluation data. obtained. This is a barrier to accessibility and transparency.
Financial governance Risks and performance
Against a background of pressure from exacting savings Robust risk reporting and management are crucial to
targets, financial resilience and going concern disclosures retaining public confidence and effective management.
have improved. Eighty-four per cent of FTs and 26% of Our review suggests NHS risk reporting still needs
trusts described the rationale for regarding the trust as a to improve.
going concern, however no PCT made this disclosure, or Once again, organisations' internal risk reporting systems referred to the going concern of their services into the future.and their annual reports are not telling the same story.
Almost all (95%) of our survey respondents are This year, there were again inconsistencies between the considering alternative models of service delivery. More than different vehicles, with the annual report often playing down risk. four out of five (83%) expect to use special purpose vehicles. NHS bodies must present key performance indicators
As public services evolve, accountability must remain a (KPIs) and other measures of success clearly, to hold the core principle. board to account. We found FTs and trusts used a broad
spread of financial and non-financial indicators; PCTs had a much narrower focus.
Once again, organisations internal risk reporting Financial risk is, unsurprisingly, the key perceived risk systems and their annual reports are not telling the facing the NHS, far above quality (in second place) and
same story. operational performance (in third). Most FTs improved their
financial risk ratings (FRRs) and governance risk ratings (GRRs), but an increasing number have FRRs of one or two and GRRs of red or amber-to-red. These organisations are in danger of being left behind and of having to find alternative solutions to survive.
Executive summary
Audit and assurance Annual reports
There was a significant improvement in audit committee Four out of five (80%) respondents believe the annual report disclosures and more than 78% of respondents believe their is an important way to communicate key information to
audit committees are well placed to deal with changing risks.stakeholders. Yet, this year, annual reports again increased
However, according to the annual report, internal audit isin length, and are now, on average, 175 pages for an FT receiving less attention: FT audit committee monitoring (2011: 151) and 75 pages for an NHS trust (2011: 59).
of the function's effectiveness fell by 10% to 78%, although In part, this increase is the result of regulatory
our experience at audit committees suggests the true positionrequirements. However, we feel annual reports still
to be better. contain a significant amount of clutter' that obscures key
Clinical audit is being overlooked even further: only messages and detracts from transparent and high quality
43% of FTs and 26% of trusts included disclosures on auditcorporate reporting.
committee oversight of clinical audit.
Health reforms
Outgoing PCTs have not set a comparably high standard for governance reporting for their CCG successors to follow.
A quarter (25%) of PCT annual reports failed to adequately describe the impact CCGs would have and only 11% disclosed the set-up costs incurred.
There is concern about the readiness and effectiveness of nascent CCG boards: just 20% of respondents think they are fit to launch. Our analysis shows boards are inconsistent in balance and composition and many still have vacant posts.
There is concern about the readiness and effectiveness of nascent CCG boards: just 20% of respondents think they are fit to launch.
Leadership
Nationwide changes in the NHS require strong and principled leadership from board chairs, but our survey suggests that many have not seized the governance mantle.
Effective governance requires the right organisational culture They must also ensure employees can identify with the
and principled individual behaviour: it is NHS leaders' values and are able to explain how they influence their work. responsibility to embed such attributes by setting the right Leadership was recognised by our survey respondents as a tone. Leaders need to live and breathe their organisation's fundamental feature of effective governance, but crucially
values and be able to set out, in simple terms, their core was also identified as a key area in need of improvement. strategic principles.
NHS governance themes and challenges from our survey
Features of Barriers to effective governance improvement
• Leadership • Time, people & money
• Structure • Regulatory
• Clinical engagement • Distracted by
• Openness and operational pressures transparency
• Accountability
Focus areas for governance improvement
• Leadership
• Structure
• Clinical engagement
Survey response
With clarity and focus on our underlying purpose governance is how we make sure we do what we re here to do.
The role of the chair IN YOUR ORGANISATION, WHICH INDIVIDUAL(S) SETS THE TONE Chairs have a crucial role in setting the right tone and FOR GOVERNANCE?
achieving cultural change. Chief executive 67% Medical/nursing director 51%
As the public s primary representative inside the Finance director 51%
49% boardroom, the chair must ensure the right thing is Trust chair 46%
always the done thing. Non executive dirTrust secretary ectors 30% Internal audit 23%
In the face of severe financial challenges and ever- Other (please specify) 15% increasing expectations on service availability, NHS
organisations are increasingly required to make difficult
decisions and continue to face pressure, to put cost savings
first. As the public's primary representative inside the Survey response
boardroom, the chair must ensure the right thing is always How does this individual set the tone for governance?
the done thing.
That is not to say that the chair can do it alone. No chair Takes responsibility at board level and drives the
– not even the most passionate governance advocate – can tone through the goals and values of the trust. embed ethical principles and effective practices without
support from other senior figures, particularly the chief Walking the walk, not just talking the talk. executive and trust secretary. Less acceptance of status quo as a sign of all is well.
Overall our survey shows that – in the perception of
respondents at least – the natural order' of leadership is
inverted: 67% of respondents felt it was actually the chief What do we expect from executivemedical/nursingwho wasdirectorresponsibleand financefor settingdirectorthetone,injointwithsecondthe the chair?
place (51%). The chair fell into third place (49%), only
marginally ahead of NEDs (47%). • Set the tone – with internal and external stakeholders,
These perceptions raise the question of whether chairs supported by tools such as the Department of Health's and trust secretaries/directors of governance are taking (DH) Board to Ward guidance, to open honest sufficiently active governance roles within their boards. dialogue with frontline staff
• Collaborate –with the chief executive, to embed
values and governance
Effective self-governance sits at the heart of the Compliance
Framework. The board takes primary responsibility for • Partner – with clinical leads, to support clinical compliance with the Authorisation. The chair of an NHS foundation engagement and engender a sense of shared purpose trust should ensure that the board monitors the performance of • Support – the trust secretary/director of governance to the trust effectively and satisfies itself that appropriate action is implement effective and robust governance structures taken to remedy problems as they arise.
• Publish – their annual report introduction to outline,
Monitor Paragraph 12s Compliance Framework 2012/13, Introduction, honestly, how they set the tone for governance and
oversee the embedding of the organisation's values
The annual reports of 80% of trusts (up from 45%), 83% ofIN ENSURING CLEAR LINES OF ACCOUNTABILITY, HOW EFFECTIVE DO FTs (slightly down from 87%) and 86% of PCTs describe YOU THINK YOUR ORGANISATION S CORPORATE STRUCTURES ARE?
how the board operates and how its duties are discharged. Needs considerable 0%
improvement
An improvement in transparency is a positive step, but, as
Needs improvement 34%
more than one third (34%) of those surveyed agreed, there isEffective 56%
still a need to strengthen corporate structures. Very effective 10%
Disclosures on board meetings and attendance
statistics have got better, but quality could improve further. THE PROPORTION OF REPORTS IN WHICH BOTH THE NUMBER
For example, most trusts and PCTs do not indicate the levelOF MEETINGS OF THE BOARD AND COMMITTEES AND OVERALL
of attendance at regular meetings – a fundamental of FTSEATTENDANCE IS DISCLOSED
350 disclosures. FTs Trusts PCTs FTSE 350
The number of board meetings remained static, year- 2012 91%
on-year, while quality, risk and finance committee activity 41%
4% increased substantially. Quantity does not, however, 99%
always equate to quality. As 34% are dissatisfied with the
effectiveness of corporate structures, we recommend that 2011 73%10%
boards assess the value of meetings. Boards may also ask not collected
whether the increase in sub-committee meetings has led to 100%
shorter board meetings that focus on strategy.
Average number of meetings | Board meetings | Audit committee | Quality committee (or equivalent) | Risk committee (or equivalent) | Finance & performance committee (or equivalent) | |
2012 | FTs | 11.1 | 5.5 | 8.3 | 6.4 | 7.8 |
Trusts | 10.6 | 6.3 | 8.4 | 6.4 | 7.8 | |
PCTs | 10.0 | not disclosed | not disclosed | not disclosed | not disclosed | |
FTSE350 | 8.5 | 4.4 | not collected | not collected | not collected | |
2011 | FTs | 11.5 | 5.4 | 5.8 | 6.1 | 6.1 |
Trusts | 10.4 | 5.2 | 4.0 | 6.5 | 10.0 | |
FTSE350 | 8.7 | 4.4 | not collected | not collected | not collected |
Reporting board meetings Accountability and transparency are not
just characteristics of good leadership, they Annual reports should include: are vital to maintaining public faith in the
• a simple info-graphic on the board and sub-committees, showing quality and sustainability of NHS services. the chair of each, to demonstrate the governance framework
• tabular layout of committee meetings and attendance records.
CCG boards in development
Questions to consider on Respondents revealed a high level of concern about
board meetings emerging CCGs' corporate structures and readiness
for implementation. Eighty per cent felt governance arrangements were not sufficiently developed.
• Has the increase in sub-committee meetings led to
Seventy two per cent felt the proposed membership and shorter board meetings and allowed the board to
size of CCG boards would not support effective governance. focus on strategic issues?
(Each CCG board requires a chair, an accountable officer,
• When was the delegated authority for decision a CFO, two lay members, a nurse, a medical director and a making last reviewed? secondary care clinician.)
• When was the last time the effectiveness of key Our own analysis of CCG boards, which still have many committees last tested? unfilled executive and lay posts, found much variance in practice with board members ranging from six to 25. There was little
• NED time commitment is heavy: the NHS Trust
correlation between board size and population served. Development Agency estimates the role requires
At this important crossroads in the evolution of NHS
at least 2.5 days per month – are board meetings
commissioning, it is important for CCGs to focus on core focused enough to enable the best use of NEDs'
governance principles to identify the most effective form of time?
governance. A reflect and refresh' review during 2013/14, to
• Is the rise in the number of meetings driven by an test whether arrangements are proving fit for purpose, is also increase in business? recommended.
The effective board
• Clear strategy aligned to capabilities
• Vigorous implementation of strategy
• Key performance drivers monitored
• Effective risk management
• Sharp focus on views of key stakeholders
• Diverse membership
• Healthy, constructive tension
• Regular evaluation of board performance
TO WHAT EXTENT DO YOU AGREE WITH THE FOLLOWING STATEMENT: GOVERNANCE ARRANGEMENTS FOR OUR CCG ARE WELL DEVELOPED AND READY FOR IMPLEMENTATION ?
Strongly disagree 35% Tend to disagree 45% Tend to agree 20% Strongly agree 0%
TO WHAT EXTENT DO YOU AGREE WITH THE FOLLOWING STATEMENT: THE PROPOSED MAKE-UP AND SIZE OF CCG BOARDS WILL SUPPORT EFFECTIVE GOVERNANCE ?
Strongly disagree 14% Tend to disagree 57% Tend to agree 29% Strongly agree 0%
9
Board evaluation and accountability
Accountability Adjective
1 Required or expected to justify actions or decisions;
responsible
2 Able to be explained or understood Oxford English Dictionary
HOW MUCH EXPLANATION IS THERE OF HOW THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS ARE ANNUALLY FORMALLY EVALUATED FOR THEIR PERFORMANCE?
FTs Trusts PCTs
Not at all 6% 56%
68%
To some 55% degree 37% 32%
To a 28% reasonable 7%
Accountability and transparency are not just characteristics degree 0% of good leadership, they are vital to maintaining public faithDone well 11%
in the quality and sustainability of NHS services. 0% 0%
Explanations that boards, committees and individual
directors were evaluated have improved significantly. In 2012,Standard 0% 6% of FTs and 56% of trusts were silent on this, down fromsetting 0%
0% 34% and 79%, respectively. This brings FTs closer to the
large corporate sector, where only 3% failed to provide any
explanation on performance evaluation.
However, few NHS organisations articulated in
their annual reports how performance was measured,
either for individuals, or the full board: this area needs
significant development.
10 CORPORATE GOVERNANCE REVIEW 2012
We believe disclosure should cover all board members, not THE NON-EXECUTIVE DIRECTORS (OR GOVERNORS) MEET just executives. Such transparency would both instil public WITHOUT THE CHAIR AT LEAST ANNUALLY TO APPRAISE THE confidence in leadership and enable councils of governors toCHAIR S PERFORMANCE
hold boards to account.
THE ANNUAL REPORT EXPLAINS WHETHER AN EXTERNAL 81 % EVALUATION OF BOARD EFFECTIVENESS HAS BEEN CARRIED OUT 2012
36% FTSE350 2012
2012 FTs
43% 80%
28% 17% 4% 35% 2011 2011
FTs FTSE350 FTs Trusts PCTs FTSE350
THE NON-EXECUTIVE DIRECTORS (OR GOVERNORS) MEET WITHOUT
THE CHIEF EXECUTIVE AT LEAST ANNUALLY TO APPRAISE THE CHIEF OUR ORGANISATION PROVIDES SUFFICIENT PUBLIC INFORMATION EXECUTIVE S PERFORMANCE
ON HOW THE BOARD AND INDIVIDUAL DIRECTORS ARE ANNUALLY
FORMALLY EVALUATED FOR THEIR PERFORMANCE FTs Trusts PCTs
Strongly disagree 6% 2012 23%
15% Tend to disagree 50%
0% Tend to agree 35%
Strongly agree 9% 2011 22% 2%
not collected
Remuneration and performance appraisal IT IS STATED THAT THE BOARD (OR GOVERNORS WHERE REQUIRED) SET Effective and transparent disclosure on executive pay THE REMUNERATION FOR THE NON-EXECUTIVE DIRECTORS [FT ONLY]
and performance is a key ingredient in good corporate FTs FTSE 350
governance. The recent furore over the package awarded
to the outgoing BBC director general after his 54 days in
office, shows the level of public sensitivity about executive
reward. If the NHS is not open about board performance
and remuneration, and details leak out, there could be a
damaging backlash. In 2013, we would expect transparent 69% 77% 94%
reporting of executive pay and severance arrangements, 2012 2011 2011
particularly in PCTs.
Organisations are becoming more open about the
performance evaluation of chairs and chief executives.
This year, 80% of FTs disclosed appraisal information
on their chairs, more than double the 2011 ratio (40%).
And 81% of FTs and 24% of NHS trusts provided basic THERECOMMITTEE IS A DESCRIPTION, INCLUDING THE OF THEPROCESSWORKITOFHASTHEUSEDNOMINAIN RELATIONTION TO disclosures about their chief executives' evaluation, up from BOARD APPOINTMENTS [FT ONLY]
31% and 15%.
However, the standard and quality of performance
disclosures still leave room for improvement. 8%
DETAIL PROVIDED ON THE PROCESS OF APPRAISING THE CHAIR 28 %
|
|
|
|
|
| ||||||
FTs | 19% | 55% | 23% | 0% | 3% | ||||||
Trusts | 90% | 10% | 0% | 0% | 0% | ||||||
PCTs | 100% | 0% | 0% | 0% | 0% | ||||||
Not at all
To some degree 32% To a reasonable
degree
Done well
32%
DETAIL PROVIDED ON THE PROCESS OF APPRAISING THE CHIEF EXECUTIVE
|
|
|
|
|
|
FTs | 19% | 64% | 17% | 0% | |
Trusts | 76% | 24% | 0% | 0% | |
PCTs | 93% | 7% | 0% | 0% | |
CHIEF EXECUTIVE £ 000
FTs Trusts
Salary and 158 allowances 163
Performance 7 related bonus 10
Non cash 28 benefits* 12
FINANCE DIRECTOR £ 000
Salary and 114 allowances 118
Performance 6 related bonus 2
Non cash 50 benefits 10
MEDICAL DIRECTOR £ 000
Salary and 117 allowances 100
Performance 89 related bonus 55
Non cash 28 benefits 6
NURSING DIRECTOR £ 000
Salary and 97 allowances 92
Performance 2 related bonus 1
Non cash 16 benefits 6
CHIEF OPERATING OFFICER £ 000
Salary and 104 allowances 92
Changes planned for quoted companies
Remuneration reports will be split into two sections: one detailing proposed future policy for executive pay, the other setting out how pay policy was implemented in the preceding year.
Organisations are becoming more open about the performance evaluation of chairs and chief executives.
+ pressure on NHS finances
+ large
bonuses
Public perception
(minus) transparency
= combustible cocktail
Performance 16 related bonus 3
Non cash 3 benefits 1
OTHER DIRECTORS £ 000
Salary and 78 allowances 69
Performance 17 related bonus 11
Non cash 14 benefits 10
* Relates throughout to benefits in kind, eg car allowance.
Non-executive directors and governors
Boards have been strengthened across many organisations, with more non-executive directors and strong female representation. However, PCTs have lagged behind.
Non-executive directors AT LEAST HALF THE VOTING BOARD (EXCLUDING THE NHS boards, like all others, need non-executive balance CHAIR) CONSISTS OF INDEPENDENT NON-EXECUTIVE and diversity to do their jobs effectively. NEDs are now DIRECTORS
in the majority on the boards of 83% of FTs and 73% of
trusts, bringing greater independent scrutiny and breadth
of experience to the board.
All NHS bodies should review their boards to
see whether they have the right composition
to progress forward not just sustain historic
performance.
80%
2011
81%
2012
54% PCTs
2012 FTSE 350
Not collected
2011
83% 520119%
2012
FTs
Trusts
67%
2011
73%
2012
Composition This year, board numbers increased. This expansion makes
Last year, NEDs were in the minority on 41% of FT boardsit even more important to justify and measure the value each and 33% of trust boards. This year, the NED imbalance hasmember brings.
reduced to 16% at FTs and 27% at trusts. The picture is notA slight fall in the number of associate directors was offset so positive for PCTs, where NEDs remain the minority in by a rise in the number of executive directors: the latter may 46% of cases. reflect a desire for additional experience or expertise, or talent
All NHS bodies should review their boards to see retention. There was also a rise in the number of NEDs. whether they have the right composition to progress forward FTs have made considerable improvements in disclosures
– not just sustain historic performance. This is particularly relating to the independence of their NEDs: only 9% now pressing for CCGs, which need to consider carefully whethermake no commentary on this, down from 30%. However,
the governance models adopted from legacy PCTs offer we suggest that trusts and PCTs, which trail behind, should sufficient independent challenge. review their approach.
Board composition | Average numbers of the Board | Average NEDs | Average voting executive directors | Average non-voting executive directors | Average non- voting NEDs | Chair | |
2012 | FTs | 14.6 | 6.0 | 6.6 | 0.7 | 0.2 | 1.0 |
Trusts | 14.2 | 5.3 | 6.2 | 1.5 | 0.2 | 1.0 | |
PCTs | 19.4 | 7.7 | 9.3 | 1.0 | 0.4 | 1.0 | |
2011 | FTs | 13.0 | 5.5 | 5.3 | 1.2 | n/a | 1.0 |
Trusts | 13.2 | 5.1 | 5.3 | 1.8 | n/a | 1.0 |
HOW WELL TRUSTS DESCRIBE THE CONSIDERATION OF
INDEPENDENCE OF THEIR NEDS Eighty-one per cent of our respondents thought FTs Trusts PCTs NEDs offered an effective challenge at board
meetings. NHS bodies would be well advised to Not at all 46%9% make good use of this resource.
57%
To some 43% degree 27% 22%
To a 40% reasonable 24% degree 21%
Done well 9% 2%
0%
Standard 0% setting 0% 0%
HOW CHALLENGING DO YOU THINK NEDS ARE AT BOARD MEETINGS?Diversity
Needs considerable 5% Board diversity is another component of good governance: improvement not just around gender balance, but also in reflecting different Needs improvement 14% skills, experience, ethnicity and mindsets.
Effective 52% The NHS board gender balance continues to outshine
Very effective 29%
the business sector, with between 37% and 49% of voting
positions occupied by women, compared to 11% on large
corporate boards. The EU has proposed that, by 2020, 40% Reporting on NEDs and governors of NEDs in listed companies should be women: in this, the
NHS is leading the way.
• Explain the value your NEDs bring rather than just
listing their experience PERCENTAGE OF VOTING BOARD THAT ARE FEMALE
• Describe clearly how NEDs maintain their FTs Trusts PCTs FTSE350
independence 2012 48%
• If NEDs are in the minority, acknowledge this is a 37%49%
risk and explain how it will be managed 11%
• Explain how NEDs hold the board to account, 2011 35% which committees they attend and how often 34%
10%
• Explain the relationship between the board and 10% council of governors
PERCENTAGE OF FEMALE CHAIRS
FTs Trusts PCTs FTSE350
2012 36% 22%
39% 1%
2011 34% 14%
not collected 1%
PERCENTAGE OF FEMALE CHIEF EXECUTIVES
FTs Trusts PCTs
2012 30% 44%
32%
However, further work could be done to reflect overall
diversity in the wider workplace, including providing clarity Reporting broader diversity
on equal pay, to instil stakeholder confidence in the NHS as a
local and national employer. • Draft a statement of employee diversity, including
Diversity is not just about women on boards, but gender analysis of workforce composition
and other diversity in the workforce. • Explain the benefits and importance of a diverse board
NHS annual reports include low levels of disclosure on and workforce, for example by age, ethnicity or gender diversity, other than generalist statements, made by less than
20% of NHS bodies. Levels of disclosure were, however, better
regarding staff diversity at between 61% to 79%, which is Changes planned for quoted
comparable to the large corporate sector at 78%. companies
THE ANNUAL REPORT INCLUDES A STATEMENT ON BOARD DIVERSITY Following Lord Davies' review of Women on
Boards, quoted companies will be required to report on their gender breakdown, both overall and in senior executive positions.
15% 17% 18%
FTs Trusts PCTs The NHS board gender balance continues to outshine
the business sector, with between 37% and 49% of voting positions occupied by women.
THE ANNUAL REPORT INCLUDES A STATEMENT ON STAFF DIVERSITY
79% 73% 61% FTs Trusts PCTs
Governors The Health and Social Care Act gives councils of governors As the FT regime matures, we see general improvements additional rights and powers:
in the way councils of governors understand their role. • Councils of governors can call one or more directors However, following Health and Social Care Act revisions to meetings to report on the FT's performance of its
in role parameters, governors will need to stay attuned to functions or directors' performance of their duties. changes in the NHS to properly evaluate the effectiveness of They can propose a vote on the FT's or directors' boards. (Our handbook, A governor's guide to the Health performance: such votes must be reported in the FT's and Social Care Act', provides further advice to governors on annual report
their responsibilities under the new regime.) • They must approve significant transactions
AVERAGE NUMBER OF GOVERNORS • Councils of governors must approve FT
2012 2011 applications to enter into mergers, acquisitions,
FTs 26 31 separations or dissolutions
• They can judge whether the FT's private patient work
NUMBER OF TIMES IN THE YEAR THE COUNCIL OF GOVERNORS MET significantly interferes with its principal purpose – the
| 2012 | 2011 |
FT average | 5.2 | 5.0 |
FT highest | 13.0 | 9.0 |
FT lowest | 1.0 | 3.0 |
provision of goods and services for the health service in England – or the performance of its other functions. They then inform the board of their decision
• Councils must approve proposed increases in private patient income of 5% per year
AVERAGE ATTENDANCE LEVELS BY GOVERNORS They must approve amendments to FT constitutions
•
2012 2011 (Amendments no longer need to be approved by Monitor) FT average 74% 76% The above approvals must be passed by more than half of
voting governors.
Governors must be engaged, informed and active. Reflecting the basic principles of board effectiveness,
meetings need to be focused, well attended and frequent enough to be both proactive and reactive to issues.
CORPORATE GOVERNANCE REVIEW 2012 19
Financial governance
Questions governors may wish The NHS was embraced as a national treasure at the 2012 to ask: Olympics opening ceremony but, while opinion on the visual
spectacle varies, there is no denying that public expectations
• Has the definition of a significant transaction been of the service have risen. Deferential acceptance has been included within the FT's constitution? replaced by demand for a modern, well-governed and sophisticated patient-focused service. Yet traditional cost
• Has the council of governors received sufficient improvement programmes (CIPs) will be hard-pressed to information before considering applications by the address the demographic changes that are threatening the
FT to enter into a merger, acquisition, separation sustainability of NHS services.
or dissolution? This summer, in conjunction with the Healthcare
• What arrangements are in place to consider the level Financial Management Association (HFMA), we surveyed
of the FT's private patient work? NHS directors of finance about their experience of CIPs
• Have the risks of delivering non-NHS work and how they expect their programmes to progress over the been considered? next three years. The survey showed that trusts are feeling the pressure. The Government's ambitious £20 billion
• Is the council of governors aware of the process forsavings challenge is requiring huge effort from all healthcare considering amendments to the FT's constitution? organisations – and delivering the savings and efficiencies
required will only become harder in the years ahead. Questions FTs, and aspiring FTs, While some organisations have previously delivered more may wish to ask: thanneed 5%to matchsavings,thisestimatesperformance.suggestForthesomewholeareasservicethe challengewill
will be even greater. To succeed, finance professionals • Is the cost of servicing the council of governors,
will need to work alongside clinical colleagues and other including any sub-committees, commensurate with
support services. But as different localities rise to their own the contribution it makes?
challenges, it will be vital to understand different approaches
• Are we clear about the role of governors and does to CIP delivery and, where appropriate, to share good
this match the governors' perception of their role? practice. If this does not take place, an increasing number of
• Are we doing enough to attract and retain governors NHS bodies will face financial difficulty, even administration. who could add real value to the trust?
• Whatcan we do with the existing council to maximise It is surprising that given the financial challenge quality and expertise? facing the NHS and the whole public sector
so few trusts provide information about their financial health.
HOW WELL THE TRUST DESCRIBES ITS ASSERTION AS A GOING CONCERN
100% 80% 60% 40% 20% 0%
| 5% 15% |
| 20% | 4% |
|
|
| 41% |
| 5% |
| 93% |
|
| 28% |
| 71% |
|
|
|
| 11% |
|
|
|
|
|
FTs Trusts PCTs
Not at all Done well
To some degree Standard setting To a reasonable degree
WHERE NO REFERENCE TO GOING CONCERN IS MADE, THE ANNUAL REPORT INCLUDES COMMENTARY ON THE TRUST S FINANCIAL RESILIENCE
100% 80% 60% 40% 20% 0%
| 42% 29% |
| 23% 32% |
| 8% 21% 42% |
|
|
|
| 45% |
|
|
|
| 29% |
|
|
| 29% |
|
FTs Trusts PCTs
Not at all Done well
To some degree Standard setting To a reasonable degree
It is surprising that – given the financial challenge facing the NHS and the whole public sector – so few trusts provide information about their financial health.
Many of our governance survey respondents supported
this analysis: 26% felt the annual report did not outline
the financial position of the trust. In such cases, one could query whether the annual report, in its current format, is fit for purpose, and whether integrated reporting is the route forward (see page 45). Regardless, we believe directors should make clear reference to the trust's financial position.
The challenging economy and NHS proposals for dealing with financially failing bodies mean no NHS organisation can automatically be considered viable: directors may, therefore, need to make careful judgements and clear disclosures on going concern and financial health.
I FIND THE ANNUAL REPORT AND ACCOUNTS HELPFUL IN UNDERSTANDING THE FINANCIAL POSITION OF THE ORGANISATION
Strongly disagree 0% Tend to disagree 26% Tend to agree 46% Strongly agree 28%
Directors' assessment of going concern
Directors should plan going concern assessments as
early as possible – deciding on the processes, procedures, information, analyses and board papers required.
They should establish what evidence is needed, including identifying remedial actions that may need addressing before financial statements can be approved.
The board should request that going concern assessments outline clearly the basis for the management's conclusion.
The directors should be invited to review and approve the documented assessment at the board meeting that approves the financial statements.
Financial risk rating Alternative models of delivery
We analysed the financial performance of all FTs, using Innovation and evolution are central to the future of public 2011/12 audited accounts, to identify sector trends and enablehealthcare and would be so even without sector reform. individual FTs to compare their performance. Partnerships and joined-up working will become a necessity
Our findings revealed the significant pressures facing of health and social care but, as public services adapt to create the NHS: more efficient and effective healthcare commissioners and
• The underlying financial performance of all FTs continuesproviders, accountability must remain a core principle.
to deteriorate. The earnings before interest, taxes, Our survey shows that most organisations intend to share depreciation and amortisation (EBITDA) margin, which frontline services with other NHS or public sector bodies. measures the surpluses generated in the year, fell from It indicates that, in the next two to five years, there will be 6.7% in 2010/11 to 6.1%, a drop of 8.5%. When comparedan increasing number of alternative service delivery models,
to the performance in 2009/10, the reduction is even morepossibly including commercial structures.
pronounced, at 12% As the NHS continues to embrace local autonomy and
• The number of FTs recording a negative EBITDA in accountability, boards need to focus on minimising risk
2011/12 increased, up to 2% of all FTs to ensure their policies and processes deliver overarching
strategic objectives. As organisations move towards
• There is continued downward pressure on staff and non-partnerships and other frontline service delivery models there
staff costs. These have fallen year-on-year, by 2.0% and is a risk that strong governance arrangements will become
4% respectively diluted: boards need to retain responsibility and control.
• Foundation trusts are taking longer to pay non-NHS Last year, the number of complaints to the Health Service creditors: only 81% now meet the better payment practiceOmbudsman against independent providers rose by 61%:
code of 30 days, down from 88% NHS organisations must ensure that new partnerships do not
cause service standards to fall.
The Department of Health (DH) Assurance Framework Year-on-year comparison Financial risk rating is a valuable tool in maintaining standards, providing a
Monitor governance risk rating | Red Amber red | 2012 2011 11% 9% | 2012 2011 14% 32% |
Amber Green Green | 2012 2011 1% 2% | 2012 2011 74% 56% |
as at 30 June FRR 1 FRR 2 FRR 3 FRR 4 FRR 5 simple but comprehensive method for managing principal
risks while delivering core/strategic objectives. It simplifies
board reporting and the prioritisation of action plans, in turn enabling more effective performance management.
It will be the effective extension and use of the assurance framework into these new ventures that will help to
determine their success.
FTs need to make full use of their powers. Many took on responsibility for community services in 2011/12, but the handover is not the end of the transaction. FTs should seek
to capitalise on the extension of services into the community, moving beyond healthcare pathways into full care packages.
They should, as standard, be looking at closer working with local authorities, primary care organisations and other NHS bodies. In undertaking such ventures, NHS organisations
must develop effective governance models, using the right
mix of non-executives for effective oversight.
WHICH OF THE FOLLOWING ORGANISATIONS ARE YOU MOST LIKELY
TO ENTER INTO SOME FORM OF JOINT WORKING WITH TO DELIVER Brave new world FRONT-LINE SERVICES (TICK ALL THAT APPLY)?
Other NHS 71% There is a risk that, while NHS organisations focus (foundation) trusts on intra-NHS and public sector alliances, they will
Primary care/GPs 60% fall behind commercial and not-for-profit bodies that
Local government 50% have already begun to expand. Care homes, respite care Private sector 36% centres, private facilities, A&E intervention services,
Charity 29% hospitals and pharmacies are just some of the commercial Social enterprise 24% organisations now providing NHS services. FTs, in
None of the above 5% particular, should bring a commercial edge to strategic
no joint working planned and operational development. In this, NEDs, who often Other (please specify) 2% have a commercial background, should take a lead role.
DOES YOUR NHS TRUST USE ANY SPECIAL PURPOSE VEHICLES FOR SERVICE DELIVERY (EG A SUBSIDIARY, LIMITED COMPANY, PARTNERSHIP ETC)?
No, and not expected to 18% No, but could have in 43% 2-5 years time
No, but currently exploring 25% options for potential
implementations within
two years
Yes, we already have a model 15% in operation
Survey response
The trust is at a crossroads in terms of its ability to deliver required services and service levels using current delivery methods. In order to deliver the Quality, Innovation, Productivity and Prevention (QIPP) changes required within local health economies it must find new ways of working across traditional organisational boundaries.
It is the only way we will grow and survive.
Making partnerships work
There is renewed interest in promoting formal arrangements Benefits of structured
between public sector bodies and third parties via structured collaboration
collaboration.
Collaboration – as set out in the first national standards • Changing behaviours and improving trust, to make on collaboration, BS 11000 – represents an evolution in collaboration more efficient within and between managing partnerships. The standard advocates sharing organisations
visions and resources and outlines mechanisms that can create
efficient and effective delivery. • Introducing a common language, to improve
Structured collaboration is relatively new in the UK, communication between organisations
with early adopters including the defence, aerospace and rail • Aligning aspirations and capabilities between industries. Applying the standard's concepts and tools to the partners and playing to organisations' strengths, public sector could deliver considerable benefits. to improve productivity
At a time of increasing partnership working, it is • Providing greater continuity and flexibility of essential to understand the costs, benefits and outcomes of resource across organisations
collaboration. We believe structured collaboration provides
the focus on value and outcomes that NHS organisations and • Enhancing governance across organisations by, for their partners need. instance, sharing approaches to risk management
• Promoting innovation and continuous improvement
Quality and quality governance
To maintain the NHS s high level of care, in the face of mounting pressures and changing working practices, boards must keep their focus on quality and seek out best practice.
Public confidence in the quality of health and social care hasOUR QUALITY GOVERNANCE ARRANGEMENTS HAVE MADE A been rocked by high-profile scandals, such as Winterbourne DEMONSTRABLE IMPACT ON IMPROVING THE QUALITY OF View Hospital and Mid Staffordshire NHS Foundation Trust. PPAATIENTTIENT CAREEXPERIENCE (CLINICAL) EFFECTIVENESS, PATIENT SAFETY,
Such cases should not detract from the generally high
Strongly disagree 6% standards of care provided by the NHS. However, they
Tend to disagree 4% serve as a warning that, no matter what the level of financialTend to agree 70%
challenge, quality should remain at the forefront of every Strongly agree 20% NHS professional's mind.
High standards in quality go hand in hand with good financial management and the better performing bodies are usually those with both strong financial and quality governance arrangements.
While structures are an important and necessary part of governance, what is really important is that they deliver the desired outcome, namely safe and good quality care. There is evidence that setting up systems predominated over improving actual outcomes for patients: for example, the introduction of a new governance structure did not appreciably improve care for
As NHS organisations enter into more partnerships patients.
and look for alternative models of service delivery, the
provision of high quality care must be among the board's Independent Inquiry into care provided by Mid Staffordshire NHS
Foundation Trust, January 2005 March 2009, Volume I
paramount concerns.
Indicated in the quote from our survey respondent,
fragmented care makes it harder to maintain standards in
an increasingly competitive and challenging environment.
In such situations, providers of healthcare typically turn to Survey response
reviewing care pathways to improve efficiency, whereas a more coordinated response might ask whether the quality of care Care delivery has never been so fragmented.
would improve if more time was spent on preventative measuresQuality of care improvements are down to individual or allow care to be delivered by different organisations. enthusiasm and commitment of clinicians. Trust
There is a perception that quality' is used by clinicians togovernance is more about box ticking and makes no hold boards hostage. Furthermore, when quality governance difference whatever to quality of care.
becomes obtrusive, it can take the focus away from patient
care and break clinical engagement. However, when quality Fragmented care makes it harder to maintain
and quality governance become genuinely embedded standards in an increasingly competitive and
in values and behaviour, they can become a catalyst for challenging environment.
innovation and improvement.
QUALITY ACCOUNTS WERE PUBLISHED WITHIN THE ANNUAL REPORT
Quality governance board-level considerations
• Be aware of the regulatory changes and the impact 91% 7% they will have on the organisation – and communicate
this to all staff
• Communicate clearly, both internally and externally,
how quality governance arrangements have made, and
will continue to make, a difference
•• GiveTake astafffresha voiceperspective on services: consider delivery 88% 24%
models, purpose and viability
• Formally evaluate the efficiency and effectiveness of governance arrangements (both financial and quality)
FTs Trusts
using a 360-degree perspective
• Be wary of fragmenting structures too far: sometimes WHERE THE QUALITY ACCOUNT IS PUBLISHED SEPARATELY, THE ANNUAL REPORT SIGNPOSTS WHERE THE QUALITY REPORT CAN
the board needs to retain oversight BE OBTAINED
Effective care is the primary output of quality governance. To bring quality standards to the fore, we believe key messages from the quality report and financial statements, properly cross-referenced, should feature in the main body
of the annual report. In 2012, 91% of FTs published their quality reports in their annual reports, up 3%. However, just 7% of trusts published theirs together – down from 24%.
Fewer than half the organisations that publish separate quality reports tell readers where copies can be obtained. This means readers need to search or contact the body for the report – a barrier to accessibility and transparency.
When quality and quality governance become genuinely embedded in values and behaviour, they can become a catalyst for innovation and improvement.
50%
43%
FTs Trusts
Quality and quality governance
Annual Governance Statement NATIONAL TOOLS (EG QUALITY OUTCOMES FRAMEWORK, BOARD Our survey showed that national tools had a positive effectGOVERNANCE ASSURANCE FRAMEWORK) HAVE DEMONSTRABLY
IMPROVED THE EFFECTIVENESS OF OUR GOVERNANCE
on governance arrangements: notably, the DH's annual ARRANGEMENTS
governance statement (AGS) which this year replaced the
Strongly disagree 2% Statement on Internal Control (SIC). More than three-
Tend to disagree 20%
quarters (77%) believed the AGS enabled all stakeholders Tend to agree 52%
to understand their governance arrangements. Yet, 68% of Strongly agree 26%
PCTs, 34% of trusts and 2% of FTs did not publish the AGS
within the annual report.
Our review of the AGS found that, in many cases, the THE BODY OF THE ANNUAL REPORT SIGNPOSTS THE READER TO
AGS was derived from the example text, with some additionsAREAS WHERE QUALITY GOVERNANCE (EG AGS OR QUALITY REPORT) or amendments for specific circumstances. This is not too IS EXPLAINED IN MORE DETAIL
dissimilar from our experience of the SIC, where the current
year reporting date was added to the prior year SIC and
regulatory guidance checked for any changes to mandated text.
We are pleased to see that around three-quarters
(75.6%) of respondents believed senior management shared 74% 49% 46%
ownership of the AGS. Commitment to this key statement
must not wane.
With the enthusiasm for the AGS still relatively high in FTs Trusts PCTs
the NHS, there is a clear opportunity to ensure that NHS
bodies benefit from local government's experience with
the AGS. Our local government governance survey found
that the helpfulness and understandability of the AGS had
reduced, although the results remain very positive. Survey responses
National tools improve governance arrangements by giving a framework and platform to move the organisation onwards but most of the work needs to be locally driven and locally responsive.
2012 average report length | FTs | Trusts | PCTs | Local government |
Quality report | 58.1 | 44 | n/a | n/a |
AGS | 9.5 | 8.3 | 5.9 | 11.3 |
OUR ANNUAL GOVERNANCE STATEMENT ENABLES ALL
STAKEHOLDERS, INCLUDING THE PUBLIC, TO UNDERSTAND CLEARLY Lessons from local government
THE GOVERNANCE ARRANGEMENTS THE TRUST HAS IN PLACE,
INCLUDING WHAT IS BEING DONE TO ADDRESS ANY AREAS OF
SIGNIFICANT WEAKNESS • Content and style of document – less process and
60% repetition of what is already in code of governance,
51% more focus on key governance mechanisms and
50% 48% description of what assurances were received on these 40% 39% in the year, more user friendly in language and layout, 30% 19% 29% focus on significant governance or control issues that
20% flow from the earlier sections of the document
10% 3% 2% 8% • Ownership – leaning towards performance
0%
Strongly Tend to Tend to Strongly involvement in the production of the AGS to help disagree disagree agree agree emphasise that the AGS is about assurances received
NHS Local government over risks to the achievement of strategic objectives, desire to retain internal audit involvement so as not
to lose the specialist assurance knowledge, small
SENIOR MANAGEMENT SHARES OWNERSHIP OF THE AGS
corporate governance group (including audit and
60% performance) seemed to be regarded as a good forum 50% 49% 43% 41% for owning and producing the AGS and (along with
40% having a more user-friendly document) it was felt that 30% 27% this would help with senior management ownership
22%
20% • Linking the document with year round assurance
13%
10% 2% 3% processes – AGS used as end point to shape the 0% Audit Committee workplan, building up assurances
Strongly Tend to Tend to Strongly for AGS during the year, regular monitoring by
disagree disagree agree agree officer governance group, clarity to the Audit
NHS Local government Committee of assurances being received against plan
• Education – underpinning but also facilitated by all of the above, ensuring a wider and better understanding of the governance framework and the AGS
Risks and performance
Clear, consistent risk reporting can enhance an organisation s reputation, but NHS bodies must be wary of concentrating so hard on financial risk that they overlook other challenges and opportunities.
The current debate about NHS reform, service TO WHAT EXTENT DO TRUSTS DESCRIBE THEIR PRINCIPAL BUSINESS reconfigurations and new regulatory powers, has left some RISKS AND UNCERTAINTIES?
people thinking the service is at risk: this may have a negative FTs Trusts PCTs
impact on NHS bodies' reputation. Trusts can offset this Not at all 6%
by ensuring relevant material risks, and their mitigation and 20% management, are explained clearly in the annual report and 11%
stakeholders are kept up to date as developments occur. To some 32%
We asked respondents to name the top three risks facingdegree 46%
their organisation, from which we extrapolated the eight 50%
most significant risks facing the NHS. To a 40% reasonable 20%
degree 32%
Done 19% well 15% 11%
Risk
priority Standard 2% 1 38% 19% 10% 5% 5% 10% 5% 5% 5% setting 0%
0% 2 43% 19% 14% 10% 14% 0% 0% 0% 0%
3 14% 14% 10% 19% 10% 10% 5% 5% 14%
Financial risk is the top priority for 38% of Financial risk is the top priority for 38% of respondents, respondents, way ahead of quality with 19% and
way ahead of quality with 19% and operational performanceoperational performance with 10%.
with 10%. This is perhaps not surprising when Monitor has
shown an increase in FTs facing red/amber-to-red governance
risk ratings (GRR) or level one or two financial risk ratings
(FRR), up 2% to 11%.
In the context of the £20 billion challenge' this focus on
financial issues is understandable. However, we caution that,
if bodies focus solely on operational and financial challenges,
the opportunities and threats facing the post-2015 NHS may
be overlooked.
We have seen significant improvement in risk reporting.
Only 6% of FTs (13% in 2011) and 20% of trusts (45% in
2011) failed to provide any information on their principal
risks – it will be important to ensure that this trend continues
into 2013.
Risks and performance
RISK CATEGORISATION
Average number of risks reported
2012 FT 1.3 1.9 0.4 0.9 0.4 4.9
Trusts 1.3 1.9 0.2 1.4 0.3 4.5 PCTs 0.3 1.0 0.0 0.1 0.1 1.5 FTSE 350 2.6 2.1 1.8 n/a 4.5 11.0 FTSE 350 3.6 3.1 1.6 n/a 8.2 16.2
Healthcare
2011 FT 2.4 1.8 0.3 0.6 0.7 5.8
Trusts 0.9 3.2 0.2 1.1 1.6 6.9 PCTs - - - - - - FTSE 350 2.9 2.3 1.6 n/a 4.5 11.3 FTSE 350 2.6 3.4 1.9 n/a 6.7 14.6
Healthcare
Alignment of reported risks
Organisations need to be consistent in the way they describe themselves – particularly about risk. Again this year, in comparing the risks presented in annual reports to the strategic (or corporate) risk registers for a sample of trusts, we found a disconnect between the two. This undermines transparency and hinders the ability of governors and stakeholders to hold trusts to account.
Furthermore, while our survey respondents clearly
prioritised financial risks, the annual report showed a slightly different picture. Annual reports include a higher proportion of operational risks to financial risks, which makes it important for organisations to triangulate risk reporting with board reporting.
The average number of reported risks has fallen and these are now more evenly spread across broader range of categories. Large corporates continue to report more than twice the number of risks as the FTs and trusts, and more than seven times the number of principal risks reported
Tips for risk reporting by PCTWiths.margins falling, CIPs rising, an increasing number
of FTs having a financial risk rating of level one or two, and Describe not identify proposals for dealing with financially failing NHS bodies due
The annual report should describe the principal risks and to be introduced, financial risk reporting clearly has room uncertainties facing the organisation. Simply providing a to improve.
list, no matter how comprehensive, is insufficient.
Explain what is being done to manage risks
The description should:
• identify the risk and convey a basic understanding
• indicate to a reasonably informed reader how the risk could harm the organisation
• explain the actions taken or processes adopted to mitigate the likelihood and impact of the risk or uncertainty.
Risks and performance
KPIs Some trusts just give bullet point lists of KPIs: this can
The business review should include analysis of KPIs, to cause confusion. In giving KPIs, trusts should explain their help readers understand the development, performance or significance and/or refer to them in the discussion of the position of the organisation. Our survey shows there is stillorganisation's performance. For example, if an FT uses
an inconsistent approach to KPI reporting, with a tendency financial statistics, such as EBITDA, in the business review,
to confuse KPIs with the indicators used in quality reports.their relationship to amounts presented in the financial
The average number of KPIs presented fell slightly, statements needs to be explained. If there is no clear linkage, with FTs averaging 2.1 financial indicators (2.6 in 2011) andreaders are unlikely to understand the KPI's significance. 11.4 non-financial ones (14.3 in 2011), and trusts using one
financial KPI (2.0 in 2011) and 9.7 non-financial measures (14.3 in 2011). FTs disclose a broad spread of KPIs as do, to a lesser
FTs disclose a broad spread of KPIs as do, to a lesserextent, trusts. PCTs present a much narrower focus. extent, trusts. PCTs present a much narrower focus,
for example making no reference to environmental or
reputational risk.
Key questions to consider on
Average number of FTs Trusts PCTs FTSE performance reporting:
financial KPIs 350
Cost control 0.4 0.4 0.7 2.2 • Do the KPIs accurately reflect those used by the Revenue/income maximisation 0.7 0.2 0.2 1.6 board to measure the successful delivery of our the Interest/debt 0.3 0.0 0.0 0.2 organisation's strategy?
Working capital/treasury 0.3 0.1 0.2 0.6 • Do we explain the purpose and meaning of each KPI? Capital expenditure 0.1 0.2 0.4 0.5
• Do financial KPIs agree to the primary
Other 0.2 0.2 0.0 1.0
financial statements?
Average number of FTs Trusts PCTs FTSE • When placed alongside risk reporting, does non-financial KPIs 350 performance reporting present a consistent and Employees 3.8 0.9 0.1 0.6 collaborative view of the organisation, as seen by Patients 2.5 3.3 1.6 n/a the board?
Regulators 0.7 1.2 0.3 0.2
(eg CQC, Monitor, DH)
Environmental 1.7 0.3 0.0 0.7 Reputational 0.7 0.0 0.0 0.6 Clinical 1.6 3.3 3.1 n/a Other 0.5 0.5 0.5 1.5
Audit and assurance
Audit committees are widely applauded as effective, but could do more to monitor and report the impact of internal, external and clinical audit.
Audit committees THE AUDIT COMMITTEE INCLUDES A MEMBER WITH RECENT AND RELEVANT
Audit committee disclosures improved FINANCE EXPERIENCE
significantly, although, as elsewhere,
PCTs performed less well than FTs
and trusts.
More than three quarters (78%) of
respondents felt audit committees dealt 81% 22% 14% 94% effectively with changing risks and even
more (87%) believed they demonstrated
their value annually: a strong vote of
confidence. Underlining this perception
of worth, more reports had dedicated
audit committee sections: up 5% to
100% for FTs, and up 34% to 71%
for trusts. 49% 24% 93%
The pace, rate and extent of change Not
in the NHS, both to individual bodies collected
and the wider sector, will continue to
increase. Audit committees and their FTs Trusts PCTs FTSE 350
NED members must have the capacity
and capability to understand the impact THERE IS A SEPARATE SECTION OF THE ANNUAL REPORT WHICH DESCRIBES THE WORK OF of such change on organisations' risk THE AUDIT COMMITTEE
profiles. Those 22% that tend to FTs Trusts PCTs
disagree' that their audit committee is 2012 100% managing risks effectively should take 71%
action now. 39% 2011 95%
More than three quarters of 37% respondents felt audit committees not collected
dealt effectively with changing risks.
OUR AUDIT COMMITTEE EFFECTIVELY DEALS WITH THE Internal audit
CHANGING RISKS FACING THE ORGANISATION (ALL BODIES) Internal audit's role is to provide the audit committee
and senior management with independent assurance that
an organisation's controls are effective in mitigating
principal risks.
In the current economic climate, it is essential that different assurance providers understand their respective roles and ensure there is no duplication in their work. We were disappointed, therefore, to identify reduced content in annual reports relating to FT audit committee monitoring and review of internal audit effectiveness and in the disclosures of such reviews: down by 14% and 20% respectively.
THE AUDIT COMMITTEE MONITORS AND REVIEWS THE EFFECTIVENESS OF INTERNAL AUDIT ACTIVITIES
48% 30% FTs Trusts PCTs
0% 22% 2012 74%56%
32% Strongly Tend to Tend to Strongly 2011 88%
disagree disagree agree agree 59%
not collected
OUR AUDIT COMMITTEE CAN ANNUALLY DEMONSTRATE THE VALUE
IT ADDS (ALL BODIES)
THE TRUST MAKES REFERENCE TO AN INTERNAL AUDIT EFFECTIVENESS REVIEW BEING PERFORMED
FTs Trusts
2012 51% 32%
2011 71% 43%
58%
11% 29% 2%
Strongly Tend to Tend to Strongly disagree disagree agree agree
External audit IF THE AUDITOR PROVIDES NON-AUDIT SERVICES, THERE IS The broad remit of external audit – encompassing the A STATEMENT AS TO HOW THE AUDITOR S OBJECTIVITY AND
INDEPENDENCE IS SAFEGUARDED
financial statements, quality report, annual report and annual
governance statements – makes it an important source of
assurance to the audit committee.
FTs are improving their performance on considering
the objectivity of their external auditor, with the number of
those34% toproviding60%. Wherean auditorthe externalobjectivityauditorstatementhad providedrising bynon- 60% 0% 99% audit services, no trust annual report confirmed the external
auditor's objectivity and independence had been safeguarded,
a fall of 11%. However, we feel that disclosures still need
to improve, particularly when the value of non-audit fees
isa PCT'arounds and56%5%(2011:(2011:51%)13%)ofofanaFT'trust's audits. Wefee,would18%pointof 26% 11% 100% out that 63% of trusts provided no information on audit
and non-audit fees, meaning that key information was not
transparently available.
FTs Trusts FTSE 350
THE TRUST PROVIDES A BREAKDOWN OF AUDIT AND NON-AUDIT FEES
45%
27%
FTs Trusts
Audit and assurance
Clinical audit Survey response
Audit committees should consider clinical audit as part of
their holistic consideration of governance and control. It Our annual clinical audit report highlights areas of
demonstrable improvement in clinical practice as a needsthe organisation.understandingthanthoseactivities,the TherecontexthalfattotrustsbeofthishasofemployedFTbeenvaluablethereportingand auditwideranuse committees4 overallinresourceof governancethat0 aclinicalsystematictheyimprovementneedsaudit.andareagenda.waybarelyreviewingtoHoweverbe thatinbetterathequarteraddsclinical,withutilisedvalueoffeweraudittoinAnnualareplan,deliverytocommitteeprocess,allKeyWherea regularbutthree, evaluationsperformancetheimpactshouldtheensurestrandsannualfeatureauditorandbevalueofevaluationexpandedof ofresponsivenessmeasuresaudithasinternalanfor auditbeenprovidermoneytoshouldandcoveringappointedcommittee'coverexternaliscan andbeingalsoclinicalbequalitywillthroughconsidersequallyachieved.audit annualhelpaudit., serviceeffectivenesstheapplieda workwhethertenderaudit
consequence of audit activity.
Evaluation of audit performance
THE AUDIT COMMITTEE MONITORS AND REVIEWS THE
EFFECTIVENESS OF CLINICAL AUDIT ACTIVITIES
% 22%
the auditor has delivered against all the promises made as part 2012 2012
of the bidding process.
FTs FTSE350
Examples of audit key performance measures
Quality
• Results of quality assurance reviews
• Level of involvement of senior members of the team
COURLINICALGOVERNANCEAUDIT IS PROPERLFRAMEWORKY UNDERSTOOD AND POSITIONED WITHIN • Specialists used where appropriate
Strongly disagree 2% • Proper balance between team rotation and consistency Tend to disagree 26% Delivery
Tend to agree 57% • Turnaround time to requests, queries
Strongly agree 15% • Flexibility
• Timeliness of work and conclusions
Customer focus
• [Independent] client service reviews
• Regularity of meetings
• Professionalism and conduct of audit teams
Impact
• Clarity of reporting
• Value adding activities, such as market insight
Changes in the private sector
In April 2012, the Financial Reporting Council (FRC) issued limited changes to the UK Corporate Governance Code and Stewardship Code, to increase accountability and engagement. Both codes continue to apply on a comply or explain' basis, with companies still needing to explain how they applied the main principles in their corporate governance report.
Key changes
UK Corporate Governance Code Potential impact for the NHS New code provisions:
• FTSE 350 companies need to re-tender their external audit contractevery •Monitor already requires FTs to tender every five years
10 years (or explain why not) with the aim of ensuring a high quality and • NHS auditors are appointed independently through the Audit Commission effective audit
• Audit committees need to indicate how they have carried out their• Our analysis of annual reports shows external audit-related governance responsibilities, including how they assessed the effectiveness of the disclosures could further improve, particularly in relation to independence external audit process considerations arising from non-audit services
• There is also potential for greater transparency of reporting on external audit quality
• Boards must confirm that the annual report and accounts are fair, • Many NHS boards do review the annual report pre-publication. However, balanced and understandable, to ensure the narrative sections we support a more rigorous assessment to increase board accountability
are consistent with the financial statements and accurately reflect for the report
performance
• Companies should explain, and report progress against, their policieson •Board diversity is a strength in the NHS, yet annual reports make little boardroom diversity reference to this
• Companies must provide fuller explanations as to why they choosenot to •We urge greater compliance with the required content of NHS annual follow a provision of the code (see separate section on comply or explain ) reports, rather than better explanations
• Our analysis of 2012 reports shows a significant number of trusts and FTs do not comply with all reporting standards. The code s requirement
for fuller explanations could help NHS annual reports become more like
governance reports than, as is now often the case, marketing brochures
With less than half of FT audit committees and barely a quarter of those at trusts reviewing clinical audit activities, this valuable resource needs to be better exploited.
Commissioner reforms
The new CCG boards will need robust governance systems to navigate coming challenges, not least in avoiding conflict of interest claims. Unfortunately, the annual reports of their PCT predecessors are not the best examples to base future annual reports on.
PCTs will be dissolved on 31 March 2013, with their The accountability and governance frameworks of functionsentities, notablytransferredCCGsto andnewtheor NHSexistingCommissioningpublic sector the new CCGs need to be imbued with transparency,
Board (NHSCB), which will, in the short-term at least, alsosustainability and probity.
comprise the Local Commissioning Support Units.
The accountability and governance frameworks of
the new CCGs need to be imbued with transparency,
sustainability and probity. However, this year's PCT annual
reports do not provide a good launch pad: giving little,
if any, information on the impact of CCGs in their locality.
While three quarters (75%) explain how CCGs will be
created, only 11% disclose their set-up costs.
Governance arrangements for CCGs
Constitution Governing body Committees Stakeholder
To set out the Will be responsible CCGs must set involvement underlying principles for setting the suitable delegated Internal and external of the CCG strategy, financial limits of authority engagement to
stewardship and and clear lines of ensure a common risk management responsibility to enable purpose is acheived the governing body to
operate effectively
CCG accountability framework
Service users, public and local community
CCG s accountability framework
NHS Local Health and
Commissioning Well Being Board
Board
Governing body and member practices
Continuous improvement in quality
Financial Secure best outcomes Commissioning outcomes possible health
outcomes for patients framework
and communities
Resource limit Quality outcomes
Financial
systems and
reporting Financial incentives/quality
premium
PCTs' failure to fully consider the impact and cost of CCGsConflicts of interest
should be addressed by the new bodies.
Our research focuses on a need to improve corporate Annual report – good practice
governance reporting, which shows room for improvement,
but as seen through our survey, many wider governance Create a link in the annual report to where directors'
issues still need to be addressed. interests are disclosed on the trust's website. This should
When commenting on other' challenges facing CCGs, cover business interests, gifts and hospitality.
remarks included:
• variability in the commitment of local GPs to the process
Now the Bribery Act has been in place for more than a year,
• confusion and lack of clarity about roles and our main verdict on evaluation and accountability disclosures responsibilities is that, despite improvements, they are inconsistent and hard
• lack of focus on key delivery issues to navigate. To use FTs as an example:
• fifty-seven per cent fail to disclose directors' interests, but
• delays in appointments to key posts.
79% explain their policies for anti-fraud and corruption
WHAT DO YOU THINK ARE THE MAIN CHALLENGES OF THE • only 9% direct readers to where directors' interests can be TRANSITION PROCESS TO CCGS? found, and just 11% provide a value for them.
Lack of guidance 10% Readers, therefore, need to research extensively to grasp the Poor communication 5% full extent of a director's interests – and potential conflicts Insufficient funding 5% of interest.
Lack of knowledge 57%
Other (please specify) 23%
Survey response
Strategic oversight of health economy vis- -vis local practice/primary care issues.
My concern is that too much time will be spent
setting up the management structures and not enough time on the hard infrastructure, such as business systems and the ability to ensure cash flows to where it is needed while maintaining adequate control.
The issue of CCG conflicts of interest received significant 2012 FT NHST PCT
media attention during recent health reform discussions. The annual report discloses 43% The Health and Social Care Act requires CCGs to publish directors outside interests 71%
their process for managing conflicts of interest, alongside (or confirms there are none) 82% other requirements, such as their response to the Bribery The annual report explains 79%
Act. Regulators and auditors will be keen to see appropriatethe trust s policies and 22% arrangements in place early on, that will enable CCGs to prand corruptionocedures for anti-fraud 14%
demonstrate proper stewardship of public money.
To maintain both confidence in the integrity of CCGs andThe trust declares its policy 9% on gifts, hospitality and 10%
trust between patients and GPs, it is essential that conflicts ofentertainment or signposts 11% interest are handled well. It is particularly important that CCGsto where this information
is kept
appear transparent and fair in managing conflicts of interest
around decisions that involve GP practices as potential providers THE TRUST DISCLOSES THE VALUE OF GIFTS, HOSPITALITY AND of CCG-commissioned services. ENTERTAINMENT RECEIVED BY ITS STAFF/SENIOR MANAGEMENT
FTs Trusts PCTs
2012 11% 7%
0% 2011 2%
13%
not collected
Principles for managing conflicts Systems and procedures: Existing rules and guidance:
of interest:
• Code of conduct • The Health and Social Care Act –
• Good business practices • Declarations of interest: must make provision for dealing
• Being proactive not reactive with conflicts of interest
on appointment of members of committees or
• Being ethical and professional annually sub-committees
• Being balanced and at meetings • CCG governing bodies must proportionate on changing roles or include at least two lay members,
responsibilities one with a lead role in overseeing key elements of governance
on changing circumstances
• Requirements on commissioners
publically available and follow best practice procurement easily accessible. arrangements, avoid anti-
competitive behaviour and promote the rights of patients
Commissioning support LATs will need strong risk and performance management
The NHSCB takes on full responsibilities as an independentto exercise system oversight and identify and share good statutory authority from April 2013. It will need to have practices, as well as any need to intervene. LATs will also regard to the mandate from the Secretary of State as it aims toneed to support clinical leadership locally and be alert to any improve health outcomes for people in England through: perceived conflicts of interest in the commissioning system.
• authorising, allocating budgets to, and holding to account In the very short term, both the LATs and the
CCGs, assessing their performance and intervening Commissioning Support Units (CSUs) will need to manage where necessary effective transition and ensure their respective workforces
• commissioning primary care and specialised health function from the start as cohesive units. They will need services, as well as some other services effective communication, training and development and workforce planning to both anticipate and respond to
• hosting clinical networks and senates, to empower and system needs.
support clinical leadership CSUs will play a vital role in supporting CCGs in
• issuing commissioning guidance and overseeing the overallthe new NHS environment and they will have their own commissioning revenue resource limit. governance challenges. They will not legally be boards, as Local area teams (LATs) will be the regional presence of thethey are not yet independent organisations. Instead they will NHSCB and will both commission and manage performance be part of the NHSCB, and therefore sit under its umbrella locally. Their governance arrangements will need to ensure: governance arrangements. However, they will need to have
• accurate and reliable information to: their own robust governance arrangements as if they were an independent entity and are expected to have individuals who
– support local commissioning responsibilities will act in a non-executive' role.
– monitor and assess CCG performance
– monitor and support the development of
sustainable CSUs
– ensure effective emergency planning, resilience and response.
• effective working relationships with other key stakeholders, such as Health and Well Being Boards, CCGs and the local healthwatch.
At the outset, CSUs are likely to be given varying amounts of freedoms and delegated powers depending on their assessed
risk. This will be set out in their licence to operate, which will effectively define the relationship between the NHSCB
and CSUs. However, all CSUs will need to move quickly
to act in an increasingly autonomous and self-supporting
way so that they are fit to act independently in a commercial and customer focused environment. Their governance
arrangements will need to develop quickly to reflect this.
This increasingly independent status will help the
NHSCB manage any perceived conflicts of interest that may arise from its role in performance-managing CCGs but also,
at the same time, providing them with the vital services to perform their duties.
CSUs will need to build credibility quickly with CCGs,
and demonstrate they have the capacity, range of skills,
and the necessary risk and performance management
arrangements to meet demanding workloads and timescales.
They will need to have in place effective governance arrangements to:
• ensure integrity and security of data
• monitor and manage contracts
• develop and execute future business plans
• ensure sound and sustainable finances
• embed quality assurance to ensure consistent high quality of operations
• manage and develop the workforce.
Communicating effectively
Annual reports are valued by respondents as valuable communication tools but many are still too long, cluttered and overdue.
The Health Service Ombudsman issued its annual report: Listening and Learning: The Ombudsman's review of complaint handling by the NHS in England 2011-12' in November 2012. A key message that chimes perfectly with our review is that poor communication damages trust and reputations.
Eighty per cent of our respondents believe the annual report is an important way of communicating key information to stakeholders. However, only 65% think their organisation's annual report is actually helpful in explaining its challenges, risks, performance and forward plans.
AN ANNUAL REPORT (COVERING FINANCIAL, GOVERNANCE, RISK AND PERFORMANCE INFORMATION) IS AN IMPORTANT WAY OF COMMUNICATING KEY INFORMATION TO STAKEHOLDERS
Strongly disagree 4% Tend to disagree 16% Tend to agree 44% Strongly agree 36%
Overall, the annual reports of NHS providers are more accessible than those of PCTs: with 43% of FT reports
and 51% of trusts' self-assessed as having done well or better in being readily understandable', but just 29% of PCTs'.
While there is always room for organisations to improve,
we believe it is particularly important that PCTs set a strong quality marker to get CCG governance reporting off to a good start.
I FIND THE ANNUAL REPORT HELPFUL IN UNDERSTANDING THE CHALLENGES, RISKS, PERFORMANCE AND FORWARD PLANS OF OUR ORGANISATION
Strongly disagree 0% Tend to disagree 35% Tend to agree 49% Strongly agree 16%
THE REPORT IS READILY UNDERSTANDABLE TO READERS WHO MAY NOT HAVE HAD PREVIOUS NHS EXPERIENCE
FTs Trusts PCTs
Not at all 0%
Only 65% think their organisation s annual report To some 4% is actually helpful in explaining its challenges, risks, degree 7% performance and forward plans. 14%
To a 56% reasonable 42% degree 57%
Done well 38% 51%
29%
Standard 2% setting 0% 0%
Accessibility and transparency Cutting clutter
Most respondents (80%) believe their annual reports, Much annual report content is determined by statute or other accounts and quality reports are published in a timely and regulatory requirements. However, organisations should still accessible way. This is broadly consistent with our review ofsee the report as a communication tool, not a compliance annual reports, as explored below. exercise. The front-end narrative should tell the story' in
However, there is still potential for development. For a compelling and succinct way. Immaterial detail should be
67% of trusts, 58% of FTs, and 57% of PCTs in our sample,avoided: it can overwhelm key messages and deter readers.
we needed to use either internal or external search engines Last year, we set trusts and FTs the challenge of cutting to find the annual report on the organisation's website. Atthe clutter', to produce quality reports with purpose and
the other end of the scale, a promising 10% of trust, 3% ofvalue. Unfortunately, the average length of annual reports
FT and 6% of PCT annual reports were on the home page.again increased: the average FT publication grew by 24 pages Timeliness of information is one area of weakness: some to 175 pages, with trust reports expanding by 16 pages to 75. NHS organisations did not publish their annual report until As CCGs are created and we slowly move to an all-FT August or September, meaning that up to six months of themarketplace, it may be a good time to rethink the narrative new financial year had elapsed before they reported on the section of the annual report (incorporating the discussion of previous year. risks and mitigations). Crucially, writers should start each
Ease of access is another issue: trusts often publish theiryear afresh: currently, it can appear as if the previous year's accounts and quality account/report separately. In some narrative has just been updated.
cases, we were advised to request copies from the chief
executive or director of finance. Such barriers to transparency
are inconsistent with accountability and good governance. The average length of annual reports again increased:
the average FT publication grew by 24 pages to 175 THE ANNUAL REPORT, ACCOUNTS AND QUALITY ACCOUNT ARE MADE pages, with NHS trust reports expanding by 16 pages AVAILABLE TO THE PUBLIC IN A TIMELY AND EASILY ACCESSIBLE WAY
Strongly disagree 4% to 75.
Tend to disagree 15%
Tend to agree 31%
Strongly agree 50%
Communicating effectively
2012 Trusts FTs PCTs | 2011 FTs Trusts | ||||||
Average number of pages | 175 | 75 | 63 | 151 | 59 | ||
Longest | 266 | 259 | 122 | 240 | 123 | ||
Shortest | 49 | 34 | 19 | 60 | 21 | ||
Annual reports that include the full accounts | 95% | 28% | 30% | 92% | 14% | ||
Annual reports that include summary accounts | 5% | 72% | 70% | 8% | 86% | ||
Annual reports that include the quality report | 89% | 7% | n/a | 88% | 24% | ||
Annual reports that include the annual governance statement | 98% | 66% | 32% | n/a | n/a | ||
In a positive step towards transparency, this year more annualNHS reports score highly in their presentation of the holistic reports presented a full governance picture by including value of their operations – not just those requirements
the full financial statements, quality report and annual measured by the compliance yardsticks referred to
governance statement. This need not add to the overall lengththroughout this report. Almost 73.9% of respondents
of the annual report; these documents are all part of the believe they capture the tangible and intangible value of
same story and should not duplicate content – they should our organisation'. In this, they chime with the International complement each other to reduce clutter. Integrated Reporting Council (IIRC)'s vision of integrated
reporting, which aims to capture all-round value: not just that Integrated reporting tied up in financial and physical assets, but also that found in
such things as brand reputation, people, intellectual property, OUR ANNUAL REPORT IS MORE THAN A DOCUMENT CONTAINING software and customer retention.
REGULAINTANGIBLETORY VALUEDISCLOSURESOF OUR ORGANISA; IT CAPTURESTION THE TANGIBLE AND Integrated reporting is a natural evolution for the
NHS: involving clear, transparent and relevant reporting
Strongly disagree 4% on the sustainability of quality services and the strength of Tend to disagree 22% governance. The IIRC is currently working with more than
TStrend to agrongly agreeee 17% 80 companies and 25 investors on an integrated reporting
57%
pilot programme, with the aim of launching this framework
in late 2013. It will be interesting to see how NHS reports evolve in response to integrated reporting.
Good corporate reporting
In its 2012 annual report, the Financial Reporting Review Panel (FRRP) once again set out the characteristics of good corporate reporting. The following principles are based on the FRRP characteristics: we advise boards to consider the adjacent questions when comparing their annual report against the principles.
Principles | Key questions for the board | ||||
1 | A company s annual report and accounts must comply with relevant | • | Do the annual report and accounts comply with relevant laws an | ||
| laws and accounting standards and give complete and accurate |
| accounting standards? | ||
| accounting information. | • | Is the information complete and accurate? | ||
|
| • | Are the accounting policies clear, relevant and complete? | ||
2 | The front-end narrative should be consistent with the accounts. It | • | Do the annual report and accounts present a single story? | ||
| should explain significant points in the accounts: there should be no surprises hidden in the accounts. | • | Is the description of the organisation's service and how it is man the narrative report consistent with disclosures in the financial statements? | ||
3 | The business review should give a clear and balanced story | • | Does the business review explain how the body has performed f | ||
| including an explanation of the company s business model and the |
| and the public benefit it has created? | ||
| salient features of the company s position and performance, good |
|
| ||
| or bad. |
|
| ||
4 | The business review should describe the principal risks and | • | Does the business review address adequately what worries the bo | ||
| uncertainties faced. The risks and uncertainties described should genuinely be the principal ones that concern the board. The reader should be able to understand why they are important and the links | • | Are the narrative disclosures consistent with the accounting risks uncertainties, where appropriate? | ||
| to accounting judgements and estimates should be clear. |
|
| ||
5 | If the organisation refers to adjusted figures or key performance | • | Are we consistent in our reporting? | ||
| indicators in the business review, these need to be reconciled clearly to main heading figures in the accounts. Any adjustments need to be explained clearly, with the reasons why they were made. | • | Are all financial KPIs properly explained with reference to key fi statements? | ||
6 | Important messages should be highlighted and supported with | • | Is the reporting of material transactions clear and transparent and | ||
| relevant contextual information not obscured by immaterial detail. |
| appropriate accounting policies been developed? | ||
| Effective cross-referencing should be provided and repetition avoided. | • | Have accounting policies for irrelevant and immaterial items been removed? | ||
|
| • | Has the clutter been cut? | ||
7 | Language should be precise. Complex issues need to be explained | • | Is the language clear? | ||
| clearly. Jargon and boilerplate should be avoided. | • | Are disclosures specific to the business' operations and risks? | ||
8 | Items in the annual report and accounts should be reported at an | • | Have we summarised appropriately? | ||
| appropriate level of aggregation to convey the essential messages |
|
| ||
| and avoid unnecessary detail. Tables of reconciliations should be |
|
| ||
| supported by, and consistent with, the accompanying narrative. |
|
| ||
9 | Significant changes from the previous period in policy or | • | Have we explained changes and, where appropriate, are the revise | ||
| presentation should be explained properly. |
| accounting policies clear? | ||
10 | The spirit as well as the letter of accounting standards should be | • | Do the accounts give a true and fair view? | ||
| followed, and appropriate disclosures provided, to give a true and |
|
| ||
| fair view. |
|
| ||
aged in inancially
nancial have
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Governance matters
CORPORATE GOVERNANCE REVIEW 2012 NHS GOVERNANCE REVIEW 2013 LOCAL GOVERNMENT GOVERNANCE REVIEW 2013
Charities governance review 2013 The chemistry of governance The formula for clear governance Improving council governance
A catalyst for change Finding the equilibrium A slow burner
Corporate Governance NHS Governance Local Government Charities Governance For further information, visit: Review 2012 Review 2013 Governance Review Review 2013 www.grant-thornton.co.uk/
2013 governancematters
Contact us
For further information on any of the issues explored in this report contact:
Head of healthcare Public sector governance lead Report author
Bill Upton Paul Hughes Mark Surridge
T 020 7728 3453 T 020 7728 2256 T 0121 232 5424
E bill.upton@uk.gt.com E paul.hughes@uk.gt.com E mark.n.surridge@uk.gt.com
London, South East & Anglia South West Midlands North
Sue Exton Simon Garlick Jon Roberts Jackie Bellard
T 020 7728 3191 T 0117 305 7878 T 0121 232 5410 T 0161 234 6394
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John Golding Gary Devlin
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