Skip to main content

NHS governance review 2013 Grant Thornton - Redesign of the HSS governance model - Redesign - 1 Aug

The official version of this document can be found via the PDF button.

The below content has been automatically generated from the original PDF and some formatting may have been lost, therefore it should not be relied upon to extract citations or propose amendments.

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

About us

We are Grant Thornton UK LLP Grant Thornton in the public sector

Dynamic organisations know they need to apply both reasonWe have worked with the public sector for over 30 years. and instinct to decision making. At Grant Thornton, this isIt represents a significant area for our firm, so our clients can how we advise our clients every day. We combine award- be confident that they are important to us.

winning technical expertise with the intuition, insight and We handle 40% of the public sector audit market, so confidence gained from our extensive sector experience and aour clients know that they can draw on a breadth of sector deep understanding of our clients. experience which spans local and central government and the

Through empowered client service teams, approachable NHS. This means we can truly appreciate the wider issues partners and shorter decision-making chains, we provide a facing our clients, as well as provide solutions and services wider point of view and operate in a way that's as fast andthat are grounded in reality. We also bring best practice from agile as our clients. The real benefit for dynamic organisations across the sector for the benefit of our clients.

is more meaningful and forward-looking advice that can help In the public healthcare sector, our clients range from unlock their potential for growth. the Department of Health, trusts and FTs to strategic

This means we're assisting our clients to get strong health authorities (SHAs), commissioning bodies and social governance and financial arrangements in place that ensure enterprises. We also provide financial consultancy services operational effectiveness and sustainable financial health, and to Monitor.

help them to move towards foundation trust status. We also

advise on how to deploy innovative methods of financing Bringing international experience to bear

capital infrastructure and assess new business structures Grant Thornton UK LLP is a member firm of Grant

and potential opportunities for outsourcing, as well as Thornton International Ltd (Grant Thornton International). considering how local needs can be met through new modelsWith other Grant Thornton member firms, we are committed of service delivery and collaboration. to providing an international perspective on the challenges

In the UK, we are led by more than 200 partners andour clients face in delivering high quality services, while

employ over 4,000 of the profession's brightest minds, managing their limited financial resources. We support

operating from 27 offices. We provide assurance, tax and public sector clients by monitoring market developments in specialist advisory services to more than 40,000 clients, publicother jurisdictions, advising on best practice and drawing on

interest entities and individuals nationwide. bespoke skills and experience from other member firms.

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

E sue.m.exton@uk.gt.com  E simon.p.garlick@uk.gt.com E jon.roberts@uk.gt.com E jackie.bellard@uk.gt.com

Wales Scotland & N. Ireland

John Golding Gary Devlin

T 0117 305 7802 T 0131 659 8554

E john.golding@uk.gt.com E gary.j.devlin@uk.gt.com

© 2013 Grant Thornton UKLLP.Allrights reserved.

GrantThornton'means Grant Thornton UKLLP,a limited liability partnership.

Grant Thornton is a member firm of Grant Thornton International Ltd (Grant Thornton International). References to Grant Thornton are to the brand under which the Grant Thornton member firms operate and refer to one or more member firms, as the context requires. Grant Thornton International and the member firms are not a worldwide partnership. Services are delivered independently by member firms,  which are not responsible for the services or activities of one another.  Grant Thornton International does not provide services to clients.  

This publication has been prepared only as a guide.  

No responsibility can be accepted by us for loss occasioned  to any person acting or refraining from acting as a result of  any material in this publication.

grant-thornton.co.uk EPI948