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Foundation Trust Network

New voicesnew accountabil it ies

A guide to wider governancein foundation trusts

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FTN is a membership organisation open to authorised and aspirant foundation trusts. Established in June 2004, it works to represent the views of foundation trusts, to influence health policy and to share learning and good

practice, both within the FT movement and with the rest of the NHS. The FTN is hosted by the NHS Confederation but our work programme is steered by an independent board elected by our members.

For further information about the Foundation Trust Network, visit www.foundationtrustnetwork.org. FTN members can access copies of all the case study material submitted for thisguide on the members area of the site.

The FoundationTrust Network

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IInnttrroodduuccttiioonn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

CCoommmmoonn tthheemmeess . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

HHooww ffoouunnddaattiioonn ttrruussttss ooppeerraattee. . . . . . . . . . . . . . . . . . . . . . . 4

TThhee rroollee ooff tthhee FFTT bbooaarrdd ooff ddiirreeccttoorrss. . . . . . . . . . . . . . . . . . 5

MMeemmbbeerrsshhiipp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Consulting on foundation status . . . . . . . . . . . . . . . . . . 6

Devising your membership strategy. . . . . . . . . . . . . . . 8

Setting objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Designing constituencies . . . . . . . . . . . . . . . . . . . . . 8

Opt in or opt out? . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Recruiting members. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Creating your member register . . . . . . . . . . . . . . . . . . 14

Ongoing membership engagement . . . . . . . . . . . . . . 17

Emerging issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

GGoovveerrnnaannccee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Developing the constitution . . . . . . . . . . . . . . . . . . . . . 20

The board of governors. . . . . . . . . . . . . . . . . . . . . . . . . 21

Models for the board. . . . . . . . . . . . . . . . . . . . . . . . 21

Developing the role of governors . . . . . . . . . . . . . 22

The relationship between the boards of governors and directors . . . . . . . . . . . . 26

Training and support . . . . . . . . . . . . . . . . . . . . . . . . 28

Emerging issues. . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

The role of the company secretary . . . . . . . . . . . . . . . 30

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MMeemmbbeerrss aanndd ggoovveerrnnoorrss -- wwhhaatt MMoonniittoorr wwiillll bbee llooookkiinngg ffoorr . . . . . . . . . . . . . . . . . . . 38

HHooww wwiiddeerr ggoovveerrnnaannccee iiss hheellppiinngg ffoouunnddaattiioonn ttrruussttss . . . 39

Contents

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Foundation trusts are a new kind of organisation in theUK’s public services. Based on mutual traditions, theyhave been established as ‘public benefit corporations’,with new freedoms to innovate and forge partnershipsin the public interest and governance arrangementsdesigned to help trusts better reflect the needs of thecommunities they serve.

First set up in April 2004 following the acrimoniouspassage of the enabling legislation through Parliament,the rigours of the financial regime under whichfoundation trusts operate has often taken centre stage.

However, the new model of governance beingpioneered by foundation trusts should not beoverlooked. Less than 18 months in, it is already clearthat it both represents one of the most significantchallenges of foundation trust status and has thepotential to herald some of the most far-reachingreform. At best, it is the beginnings of thetransformation from the top-down monolithic NHScreated in 1945 towards locally-owned organisationsdriven by local priorities, responsive to local needs anddelivering higher quality services to patients as a result.

This guide throws the spotlight on these widergovernance arrangements. Based on case studiesfrom the first wave of foundation trusts, it looks athow they are recruiting and involving members andworking with their new boards of governors.

The legislation that brought foundation trusts intobeing was deliberately broad brush, setting onlyminimum requirements to enable individualorganisations to design arrangements to fit localcircumstances. Given the diversity of foundation trusts– from district general hospitals to specialist trusts,from those serving local populations to national andinternational constituencies – it is not surprising thatdiversity is the hallmark of the approaches that havesubsequently emerged.

The purpose of this guide is not to select out oneparticular approach and declare it best practice for all.The aim is rather to draw out some of the practicalchallenges and lessons from what has beendeveloped so far, and to highlight evidence of thesuccesses achieved.

It is still early days, with many foundation trustsoperating for only a matter of months. But theevidence in these case studies suggests the newgovernance arrangements are an emerging strength.We hope this will be a useful guide to the work that isunderway, not least to enable aspirant trusts waiting inthe wings to benefit from the lessons and successesof the first wave.

The report starts by highlighting some commonthemes that guide the wider governance efforts offoundation trusts, based on our case study materialand discussions with authorised trusts. By way ofintroduction, it goes on to give a recap on howfoundation trusts operate before reviewing some ofthe new challenges facing FT boards of directors. Twosections then explore membership and governance in turn.

The first section on membership explores the ways inwhich members have been recruited and engaged inthe life of the trust, including a look at some of thepractical challenges involved. The section ongovernance sets the scene by looking at how trustshave created their constitutions before focusing onhow boards of governors have been established,including the different models emerging for thegovernor role. It concludes with a look at the positionof company secretary – a new but potentially vital partof the FT governance arrangements.

We then review the experience of first wave trusts inrunning governor elections before turning to a viewfrom Monitor on how they will assess widergovernance as part of the compliance regime. The guide ends with an assessment from first wave trusts themselves of the emerging benefits of wider governance.

2

Introduction

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Less than eighteen months into the life of foundationtrusts, the wider governance structures are stilldeveloping and bedding in. The case studies in thisguide underline that there will be a number of differentmodels that fit the circumstances of any particularfoundation trust as a result of the stakeholders it mustengage and the services it provides. However, despitethis diversity, it is possible to draw out some commonthemes that guide the way that foundation trusts aredeveloping their governance models.

Flexibility and diversity

Foundation trusts are trying to make the governancearrangements in the Act work. However, the model itoutlines does not fit all foundation trusts, particularlythose with a national or international focus. Flexibilityand diversity is essential to building a widergovernance structure appropriate to the needs of theparticular trust and its stakeholders. Future wavesshould be free to draw their stakeholder map andpopulate their membership and governanceconstituencies – as long as they satisfy the regulatorthat they are creating governance structures that are fitfor purpose.

Inclusion

Many foundation trusts are putting considerable effortinto trying to ensure that their membership isrepresentative of the communities they serve. An increasing number are developing sophisticatedanalyses of their membership profile in order to targettheir recruitment efforts, and some are exploringinnovative ways to engage traditionally ‘hard to reach’groups. However, foundation trusts have also learntthat with a system of democratic election, there is nomeans of guaranteeing the inclusiveness of theirgovernor boards.

Clarity

All foundation trusts would stress the need forparticipants in the wider governance arrangements tobe clear about their role. This requires further work todevelop and clarify the role of governors and a shared

understanding of the different roles and purpose of theboard of directors and board of governors.

Engagement

Many foundation trusts are working with governors toopen up dialogues, to involve them on issues ofconcern and to listen carefully to their views to informboard decision making. While the initial wave ofmembership recruitment inevitably focused onestablishing a broad membership base, an increasingnumber of trusts are now focusing their efforts onproviding genuine opportunities for memberengagement.

Communication

All foundation trusts recognise the need to givegovernors the information they require to properlycarry out their function and the importance of ongoingcommunications with their members to build therelationship over time.

Learning

Foundation trusts want to learn how to continuouslyand successfully evolve practice in wider governanceboth by working with their members and governorsand by learning from their colleagues elsewhere.

Common themes

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The enabling legislation for foundation trusts, set in outthe Health and Social Care (Community Health andStandards) Act came into force in November 2003. Thefirst 10 foundation trusts were authorised by Monitor,the new independent regulator, on 1 April 2004. Sincethen, 32 foundation trusts have been authorised inthree successive waves, with the most recent cohortreceiving the green light from Monitor in April 2005.The government has made a commitment that all NHStrusts will have the opportunity to apply for foundationstatus by 2008, and there are now over 30 trustspreparing for the next phase of the roll-out to take place.

Foundation trusts remain part of the NHS family andretain a duty to treat patients according to NHS qualitystandards and principles - free care based on need, notability to pay. However, three key features make themdistinct from other NHS trusts.

Firstly, foundation trusts have been established aspublic benefit corporations - a new legal entity whichdraws on mutual traditions. Each foundation trust has aduty to consult and involve a board of governors -comprising patients, staff, members of the public andother key stakeholders - in the strategic planning ofthe organisation. Governors in turn are accountable tomembers of the trust - patients, carers, staff andmembers of the public - who can stand and vote inelections to the board. These new governancestructures require foundation trusts to actively engagetheir stakeholders in shaping plans to make healthservices more responsive to the needs of individualpatients and the health needs of the communities they serve.

Secondly, with new accountabilities in place to theirlocal community, foundation trusts have been set freefrom Whitehall command and control. They are nolonger subject to direction from the Secretary of Stateand while they must operate to national healthcarestandards and targets, they are not performancemanaged through strategic health authorities. Self-standing, self-governing entities, free to determinetheir own future, it is the board of directors that takesfull responsibility for the governance of the trust.

As part of this shift, new financial freedoms have alsobeen granted to foundation trusts. No longer requiredto break even each year, trusts may retain anyoperating surpluses to invest in the delivery of newservices. They have greater scope to raise capital fromboth the public and private sectors within borrowinglimits determined by projected cash flows. While theirassets remain in the public sector, foundation trusts

are free to innovate as their boards see fit and to formpartnerships across all sectors of the economy in thepublic interest.

Finally, foundation trusts have a new regulator,Monitor, responsible for authorising, monitoring andregulating these new public benefit corporations. Toqualify for authorisation, applicants must passMonitor's assessment process and demonstrate thatthey are legally constituted, financially viable andsustainable, and well-managed. The terms of theauthorisation set out the conditions under which thefoundation trust must operate, including the servicesthey can provide, the amount of income they can earnfrom private charges and their borrowing limit.

Once established, foundation trusts must report toMonitor, initially on a quarterly basis, to ensure theycomply with their authorisation. The complianceregime aims to be risk-based, with well-governed,high-performing trusts given space to exercise theirfreedoms. However, where trusts are experiencingmajor problems, oversight will be more intensive andMonitor has extensive powers to intervene if asignificant breach of the authorisation is judged tohave taken place.

These three changes - in governance, in theoperational and financial framework, and in theregulatory regime - are what make foundation trustsunique. The first wave of foundation trusts are nowtesting out what this new model can deliver.

How foundationtrusts operate

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Foundation trust boards of directors are fundamentallydifferent from their counterparts in the rest of the NHS.As self-standing, self-governing entities, they haveresponsibilities and liabilities comparable with theprivate sector, together with public sectoraccountabilities.

This is a huge transition for organisations that havebeen run by powerful chief executives managingupwards to the command of Whitehall, to become self-determining organisations focusing outwards in asystem driven by patient choice. It requires a seriouscommitment and skill level from both executive andnon-executive directors that is different in kind fromanything NHS organisations have required in the past.

New roles

Boards of directors will increasingly have to operate ascorporate entities, not sounding boards, in a world ofcontestable service provision. This requires afundamental change in the role of all members of the board.

The chair has a pivotal position in the governance offoundation trusts, not just the chief executive. They provide leadership and guidance to the chiefexecutive, and, as chairs of the board of governors, arethe key link between the governors and directors. It isthe chair’s job to unite the constituent parts of thegovernance model to ensure the two boards workeffectively together.

Executive directors must make the transition fromoperating as functional heads of service to members ofa corporate board, bearing the full weight of thefiduciary responsibility that falls on their shoulders andcontributing fully to the strategic decision-making ofthe trust.

Non-executives face an equally significant change. As their traditional role as guardian of the communityinterest is increasingly transferred to the board ofgovernors, non-executives in foundation trusts musttake equal responsibility and accountability for thefunction and success of the business.

New responsibilities

Foundation trust boards of directors also have newchallenges to face and additional responsibilities. They must become strategic decision-makersresponsible for the direction of the business, and willbe required to forge new partnerships in the publicinterest and to innovate to deliver services moreresponsive to patient needs.

As new organisations operating in a healthcareeconomy that is itself undergoing massive change, riskmanagement has become central to the successfulgovernance of foundation trusts. In a choice-basedsystem where money follows the patient, foundationtrusts are required to set three-year forecasts in thecontext of uncertain income streams and to effectivelymanage their new borrowing freedoms. Robustreporting procedures and proactive scrutiny of financialperformance is essential if trusts are to flourish in thismore volatile financial regime.

While financial risk has been under the spotlight so far,foundation trusts must also demonstrate their effectivemanagement of clinical risk, alongside all the otherrisks associated with running organisations of a sizeand complexity to rival FTSE 250 companies.

Freed from top-down performance management fromthe Department of Health, boards of directors need tobe self-evaluating of their own performance andcapable of performance managing the organisation toachieve excellence.

Effective stakeholder management is similarly vital. Aspublic benefit corporations, foundation trusts are facedwith a complex set of relationships andaccountabilities: to the board of governors; to the widermembership and local community; to PCTs ascommissioners of their services; and to Monitor as theregulator. Managing these multiple accountabilities inan effective and transparent way and building strongrelationships must be at the top of the agenda of thefoundation trust board.

To survive and thrive in this new world, foundationtrusts must build a team of directors with the skills totake on these new challenges. This may requireenhancing the board’s expertise in areas ranging fromfinancial analysis and investment appraisal, to businessdevelopment, marketing and stakeholder relationshipmanagement.

It is against the backdrop of this transformation in therole of the corporate board that the new widergovernance arrangements to which we now turn aretaking shape.

The role of the FTboard of directors

5

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Introduction

Membership is central to the mutual model on whichfoundation trusts are based. By giving staff, patients,partners and the public a real stake in theirorganisation, foundation trusts have been set thechallenge of transforming themselves into outward-facing, locally owned organisations which can deliverbetter services to their communities as a result.

This section looks at how the first wave trusts haveresponded to this challenge. It looks first at how theyset about consulting their stakeholders and how theydevised their membership strategies. It then turns totheir experience of membership recruitment and theapproaches trusts have adopted to ensure theirmembers reflect the diversity of the communities theyserve. It looks at the practical issues involved in settingup and maintaining the register of members and thedifferent ways in which trusts have sought to developan ongoing relationship with their members over time.In conclusion, it turns to some of the emerginglessons and policy implications of this first phase ofmembership recruitment and development.

Consulting on foundation status In order to receiveSecretary of Stateapproval to apply forauthorisation, applicanttrusts must be able todemonstrate that theyhave effectivelyconsulted theirstakeholders abouttheir vision for foundation status.

This consultation process has usually started withpreliminary, informal discussions with otherorganisations in the health economy and local partnersand community groups to test their views. A formal

consultation process is then set in motion, focusing onthe trust’s vision for foundation status and its proposedmodel of governance, including the design of itsmembership constituencies.

The case studies below illustrate the wide range ofconsultation methodologies used, ranging from roadshows and public meetings to radio and televisionadvertising. Feedback from the first wave suggeststhat one of the most effective strategies has been tovisit local community groups and to speak at pre-existing public meetings, rather than stand-aloneconsultation events.

Another key reflection from trusts that have gonethrough the process is a recognition of the value ofeffectively mapping stakeholders from the outset.Investing effort in effectively engaging stakeholdersearly in the process was vital in building their supportand relationship with the foundation trust over thelonger-term.

Queen Victoria Hospital NHS Foundation Trust

“Queen Victoria published a consultationdocument which was sent to NHS partners,stakeholders and individuals and was also available in public buildings in all our four counties.

For consultation with our NHS partners andstakeholders, the chief executive spoke atnumerous board and other meetings, includingthe West Sussex Health Scrutiny Committee, toset out our vision. This strategy was particularlysuccessful as we engaged the membership ofother stakeholders.

We adopted various methods to consult with the public including roadshows, our website,telephone campaigns, shopping centrewalkabouts and on-site publicity. Mediaawareness was raised via a series of radioadvertisements on commercial stations in allfour counties and a newspaper advertisingcampaign. The chief executive met and spoke ata series of meetings hosted by local interestgroups, such as the League of Friends and theQVH Patient Forum. Public meetings were wellattended, particularly because they were oftenlinked to the meetings of other organisationssuch as the Rotary Club.

Internally, there were a large number ofdiscussions about the implications of the

Consulting on foundation status ..................................6Devising your membership strategy............................8

Setting objectives......................................................8Designing constituencies ........................................8Opt in or opt out? ....................................................10

Recruiting members......................................................10Creating your member register ..................................14Ongoing membership engagement ..........................17Emerging issues ............................................................19

Membership

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freedom of information and data protection acts.We utilized the patient database to contactpeople individually, when we were confident thatthis was permissible. There were also a series ofstaff meetings to consult and inform internally.The consultation document itself invited peopleto sign up as foundation trust members.

The vision emphasised ‘your local hospital, yourlocal specialist’ and how it was going to developwith the new freedoms. It was this unique sellingpoint of the Queen Victoria Hospital whichactively sold the membership rather than thefoundation trust process.”

Barnsley Hospital NHS Foundation Trust

“We set out to be as informative andapproachable as possible in consulting our localcommunity about foundation trust status. Weused diverse methodologies as the processprogressed – from an initial awareness raisingexercise using local media (press and radio),through distribution of information leaflets acrossthe local and neighbouring areas, face-to-facecontact with staff, public and stakeholders byattending or holding meetings across thecommunity and staffing information stands atsupermarkets and shopping centres.

In addition, we established a series of workingand reference groups to help us through theprocess – from our initial expression of interestto our final application. The groups includedrepresentatives of patients and the public, localand regional health and social care organisations,education, staff, volunteers, trade unions,voluntary groups, management and nonexecutives. All the main issues in theconsultation document, the governanceframework and the constitution were initiated or reviewed through these groups and our Trust Board.

We issued 90,000 information leaflets and 5,000copies of our consultation document to a healthcommunity of approximately 200,000.”

Cambridge NHS Foundation Trust

“In developing our foundation trust applicationwe held a number of events to bring togetherstakeholders from our local health and social carecommunity, unions, staff members, andrepresentatives from education, research andregional bodies. Stakeholder organisations forconsultation where mapped against keyconstituency areas including patient groups,groups for the elderly, youth panels, ethnicminority groups and special interest groups.

Engagement in the development of thegovernance structures, including the membershipof the board of governors, was discussed andsubject to formal public consultation. This earlywork built stakeholder relationships and supportfor the foundation trust at an early stage, helpingto develop relationships that have flourished asthe board of governors has developed.

One of the primary stakeholder relationships waswith the staff of the Trust and University whocould become members. An internalcommunications campaign, website, face to facestaff briefings and staff focus group were toolsused to ensure the key messages associatedwith foundation trust status were communicated.

As part of the consultation process, the Trust also:

• produced and distributed a public documentoutlining the Trust’s reasons for wishing toapply for foundation trust status and itssuggested composition for board of governorsand membership constituencies to over 2000organisations and individuals (including cityand county councils, parish councils, localeducation establishments, PCTs and otherNHS and health bodies)

• held eleven consultation meetings around theproposed membership area, comprising apresentation on the proposals followed byquestions and answers

• attended a wide variety of meetings (includingvoluntary groups and the local authorityoverview and scrutiny committee) to present proposals

• organised displays in key locations such aslocal shopping centres and supermarkets

• distributed an expression of interest documentto over 124,000 households.”

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Devising yourmembership strategy Devising a membership strategy is an early task fororganisations preparing for authorisation. Each strategywill clearly be distinct to reflect the trust’s particularbusiness model and stakeholder profile, ranging fromdistrict hospitals and specialist trusts servingpredominantly local populations to specialist anduniversity trusts with a national and international reach.

However, membership strategies are likely to coversimilar themes. They are likely to establish the trust’svision for membership and the objectives it is seekingto achieve, define the membership constituencies andwhether staff and patients will opt in or out, set atarget for membership recruitment, and outline howthe trust intends to engage members and developrelationship over the longer term.

This section looks at three key parts of themembership strategy in turn: the objectives trustshave set at the outset, how they have designed theirmembership constituencies, and decisions on staffand patient opt in or opt out.

Setting objectives

Royal Devon and Exeter NHS Foundation Trust

“Royal Devon and Exeter’s membershipdevelopment strategy was built around a numberof strategic objectives. These were to:

• define the membership community andensure this is reflected in the council ofgovernors

• recruit 10% of our core population (350,000)over five years

• develop an understanding of the levels ofinvolvement members wish to have – and tolink this to member activities

• develop communication strategies formembers and member recruitment

• develop the governors’ role in membershiprecruitment

• develop an understanding within the trust ofthe value of FT status and membership

• link membership with existing PPI activity.”

Doncaster and Bassetlaw Hospitals NHS

Foundation Trust

“Our membership development strategy:

• sets out our view of the role of foundationtrust members

• defines our membership community

• looks at how we will resource membershipdevelopment

• sets out our objectives for membershiprecruitment

• outlines how we will manage an activemembership and communicate with members

• sets out our plans for playing a communityrole and making foundation status distinctive

• says how the strategy will be evaluated.

Our objectives included commitments to:

• widen membership to all members of ourqualifying communities

• provide a simple, accessible and publicisedprocess for becoming a member

• strive for the composition of the membershipto reflect the diversity of the localcommunities in which the trust operates

• encourage employees to remain inmembership

• increase the number of active, informedmembers who are representative of the trust’spatients, staff and local communities

• ensure members receive appropriate, userfriendly and timely information about the trustin order to make informed decisions

• recognise and use members as a valuableresource, unique to a mutual organisation.”

Designing constituencies A key part of the membership strategy is to define themembership community and to design appropriateconstituencies. Under the Act, applicant trusts aregiven considerable freedom to tailor the membershiparrangements to reflect the nature of the organisationand the communities it serves.

While trusts must ensure constituencies reflect localauthority electoral boundaries, trusts need to decidehow to break down their public constituency. The moststraightforward approach is to mirror the local authoritywards for those areas within the official catchmentarea. However, most trusts will have patients fromoutside areas and need to decide whether the numbersare significant enough to warrant being represented bya governor. Three case studies below demonstratesome of the different approaches taken in Wave 1.

While trusts are required to have two constituenciesfor staff and for the public, they are free to decidewhether to have a constituency for patients.Unsurprisingly, Wave 1 trusts have again madedifferent decisions. Trusts providing specialist servicesare more likely to have established a patients’constituency to enable them to bring into membershippatients from a wide geographical area who havereceived care from the trust. Trusts whose servicesfocus predominantly on secondary care from a district

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hospital site often felt that most patients wereresident in the public constituencies and that havingtwo separate categories would cause too much overlap.

Divisions of the staff constituency have ranged fromthose who have established separate classes fordifferent professional groups (clinical/non-clinical ormore specific breakdowns such as medical/dental,nurses/midwives, allied healthcare professionals,hotel/estates, A&C/managers etc) to those that haveopted to classify staff according to the hospital site atwhich they are based.

While the Act sets no age requirements formembership eligibility, the vast majority of trusts setminimum age limits for membership (and thereforevoting), ranging from 11-18.

All these decisions were the subject of discussionwith key stakeholders, with a number of trustsreporting amendments to their initial proposals as aresult of the consultation process.

While these final designs for membershipconstituencies must be submitted as part of theapplication process, the experience of first wave trustssuggests that authorisation is not the end of theprocess. The fact that some first wave trusts arealready reviewing their constituencies in the light ofnew referral patterns is a reminder that defining themembership community is an ongoing process, to bereviewed over time as foundation trusts develop newbusiness models and partnerships and respond to thedynamic of patient choice.

Homerton University Hospital NHS

Foundation Trust

“Homerton University Hospital is situated in theeast London Borough of Hackney and serves thepopulations of Hackney, the City of London andsurrounding boroughs. We have three publicconstituencies (Hackney, City of London andOuter) and two staff constituencies (clinical andnon-clinical).

The public constituencies reflect the areas fromwhich our patients come. As the hospital forHackney, we were keen to involve any memberof the public who wanted to be involved, ratherthan just patients, and therefore, as anorganisation, we originally chose not to have aseparate patient constituency.

One year on, we are considering extending thepublic constituencies beyond their currentgeographical boundaries to reflect our expandingreferral patterns. This issue will be discussed byour constitutional review group, to be establishedshortly and expected to include both governorsand directors with professional advice onconstitutional law.”

Basildon and Thurrock University Hospitals

NHS Foundation Trust

“There was strong support for our local membershipconstituencies as set out in our consultationdocument. We initially proposed that we would havea separate patient constituency for the area outsideof our local public constituencies. However, becauseof the potential confusion and overlap between thepublic and patient constituencies, we decided tocombine them. The four public constituencies are forpeople resident in the council areas of Basildon,Thurrock, Brentwood and the rest of Essex; thelatter to take account of the opening of the EssexCardiothoracic Centre in 2007.

On staff membership, following analysis anddiscussion with colleagues, staff and theirrepresentatives on the Trust Negotiating Committeeand Staff Council, we decided not to progress withthe suggestion of dividing staff into constituenciesdefined by professional groups. As we are on a splitsite, we decided instead to define the constituenciesby place of work, with one for staff based at OrsettHospital and the other for staff based at BasildonHospital and other sites.

We were initially one of the few trusts to propose nolower age limit for membership. During consultationthis received a high level of support, althoughconcerns were raised as to how very youngmembers might participate. Consequently, we set alower age limit of 12 for membership, with theundertaking that we would ensure younger childrenhave a way of expressing their views.”

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Opt in or opt out? Another key decision to be made in finalising themembership strategy is whether to adopt an opt-outor opt-in system for membership of the staff orpatient constituency.

Most trusts in the first wave adopted an opt-inapproach for patients, based on the view that thiswould be more likely to attract members who hadmade an informed decision to join and would thereforeencourage a more active and engaged membership.

A small number of trusts decided on an opt-outapproach to maximise the opportunity for those with apre-existing relationship with the trust to engage andparticipate. While this succeeded in delivering a largeand representative membership very quickly, the trustshave now adopted an opt-in approach to encouragegreater engagement and to enable resources to befocused on developing a relationship with those whohave already joined.

The approaches taken to staff are more varied.Initially, a number of trusts adopted an opt-in approachto staff at the outset, to encourage individuals toactively decide to join and recognise the benefits of membership.

A majority of trusts took the view that there should bean opt-out system for staff to reflect the fact thatemployees are an integral part of the trust and have anautomatic interest and stake in its activities and rightto participate.

A number of trusts now provide an opt-in regime forcurrent staff but have an opt-out process for newstaff, on the basis that when an individual starts theiremployment it is known that FT membership is afundamental part of their contract. Others are in the process of converting from an opt-in to an opt-out approach across the board in response to staff consultation.

Recruiting membersMany of the first wave trusts were faced with thechallenge of consulting with their local communitieswhile the legislation was still being amended inParliament. This meant their communication strategiesfocused on building awareness and understanding offoundation status rather than direct membershiprecruitment. Later applicants have been able to usethe consultation process as a more explicit start oftheir drive to encourage staff, patients and the publicto join the trust.

Applicant trusts are not given a membership size thatthey must achieve. As a result, there has been a greatdeal of variation between trusts in the size ofmembership they have set out to recruit. Across thefirst wave, membership numbers at the time ofelections to boards of governors varied from 1,122 to 96,174.

Recruitment methods have varied, but many trustshave used a similar core set of techniques illustratedby the case studies below. Two methods in particularhave emerged as the most successful in generatinginquiries and membership applications: direct mail andface-to-face recruitment, often linked to hospital sites.While both approaches are expensive and timeconsuming, the returns were high, with mailshotsgenerating returns ranging from 3-6%. Reflecting theirexperience of the consultation phase, many trustsfound that building recruitment activities into pre-existing events was also a useful recruitment tool.



“We used a variety of methods to ensure wereached all stakeholders, such as local mediaadvertising and editorial, local councilpublications, leafleting and events. We haveworked closely with our local PPI Forum, CVS,patient and resident groups and have specificallytaken the following actions in order to recruitmembers:

• taken a road show to local shopping centresduring NHS Week and exploited otheropportunities to take foundation membershipout to the public

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• approached patients and members of thepublic on hospital sites

• sent letters from the chairman inviting patientsto join alongside information on appointments

• sent application forms with all initial contactletters following GP referral

• run a membership recruitment stand at a trustopen day

• visited local support groups and attendedpublic meetings

• placed advertisements in the local press

• continually improved our membership leaflets to ensure they are easy to read and understand.

The two most efficient and effective recruitmentmethods we have found are direct mail topatients and face-to-face approaches whichenable members of the public to ask questionsand fully understand the benefits. This has givenus a reasonable spread in terms of gender andethnicity, less so geographically and, perhapsinevitably, a bias towards older age groups.”

Liverpool Women’s NHS Foundation Trust

“Liverpool Women’s NHS Foundation Trustensured that membership recruitment activitieswere built into events held both inside andoutside of the trust. For example, on the trustsite, Donny Osmond’s visit to promote the trust’s10th anniversary appeal was tied intomembership recruitment activity. Off-site, thetrust had a clear presence at health-relatedevents held in the community, e.g. Liverpool’sBig Heart Festival, an annual ‘Fun in the Park’event held by a local health forum, and evenpiggy-backed onto promotional events in the localsupermarket calendar with a recruitment driveduring Asda’s ‘Baby Week’.”


Foundation Trust

“Most of the techniques we employed to recruitmembers prior to April 2004 are still used. These include:

• A range of bespoke publicity literature forinternal and external use (posters, flyers,leaflets, recruitment stands, membershipapplication boxes), as well as the genericliterature provided by the Department ofHealth. Posters, leaflets and application formshave been forwarded to and are displayed inGP surgeries, opticians, PCT premises,neighbouring PALS, community pharmaciesand local authority information points. Allliterature and advertising makes use of afreepost address.

• Consultations, visits and outreach - very fewpeople attended our three public consultationmeetings. However we wrote to over 1000local community groups and continue to visitthese to discuss hospital issues on a moretargeted basis. The hospital has attendedsome community groups with advocates toensure effective translation of information intocommunity languages. Governors from thesecommunities advise on the most effectivemechanisms for this.

• Membership stands - our governors attendlocal community events to discussmembership issues with the public.

• Mailings - letters and application forms topatients outlining the benefits of membershiphave proved to be the best way of recruitingmembers in large numbers. To date this hasbeen undertaken twice, initially to 30,000 andlatterly to 5,000 recent patients.

• Proactive use of local and national mediaopportunities.

• Information pages in local newspapers - thelocal free newspaper in Hackney is delivered toall households and has proved to be the mosteffective method of contacting the public inthis area. The hospital regularly purchasesadvertorial space to reach the wholepopulation on matters relating to hospitalservices and membership.

• Website - although many of our members tellus that they do not have access to theinternet, there is a membership section on thehospital website including on-line membershipapplications and dedicated email addresses forthe public to talk to governors.

• Open day - in celebration of our first year as afoundation trust, we held our first open day.This was well attended by members and thepublic. A membership stall was manned bygovernors and over 40 members volunteeredto help on the day. The volunteering alone wasa way that we could get to know some of themembers better.

• Refer-a-friend initiative - members andgovernors tell us that they want to tell othersabout the benefits of membership and, inresponse to these comments, we havedeveloped a refer-a-friend scheme for this.

All methods have been effective in somemeasure. However it is the combination of all themethods working together that is important.Undoubtedly the most effective method hasbeen the mailshots to large numbers of patientswith an uptake rate of 3%. This howevercontinues to be the most resource intensive andcostly method employed.”

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Building a representative membershipWhile many trusts’ initial recruitment drives inevitablyfocused on membership numbers, the over-ridingrequirement in the Act is for trusts to ‘take steps tosecure that their membership is representative ofthose eligible to join.’ Similarly, under Monitor’scompliance regime, trusts are required to demonstratethey have a clear strategy to achieve representativemembership as part of their annual plan submission.

Trusts are now working hard to broaden theirmembership profile. Many are using softwareprogrammes to analyse the age, gender, ethnicity andsocio-economic profile of their membership comparedwith the profile of their catchment areas. Armed withthis information, successive waves of recruitmentdrives are becoming increasingly targeted at under-represented groups. Recognising the older age bias inmany trust membership profiles, work to tailorrecruitment materials and methods to attract youngpeople is increasingly high on the agenda of a numberof first wave trusts.

Experience to date also suggests some of thecomplexities of striving to secure representative widergovernance structures. Trusts have inevitably foundtheir members to be more representative of theirpatient population rather than the wider public thatthey serve. Many in the first wave have also learntthat even with a representative membership in place,a system of democratic election means there is noway of guaranteeing the inclusiveness of theirgovernor boards.

The Campaign Company: building a

representative membership

”All Trusts strive to achieve the mostrepresentative membership possible. But thereare barriers to achieving this. People whobecome members with minimal prompting (byresponding to direct mail for example) are mostlikely to be of a certain age, ethnicity and socialclass. To achieve a genuinely representativemembership, it is necessary to reach out tothose who are less likely to respond to traditionalapproaches. Messages need to be conveyed in aculturally sensitive way, and using a combinationof recruitment methods to reflect the variednature of the potential membership.

‘Recruiting the recruiters’ - i.e. engaging thosecitizens that are already active in the communityis a vital starting point for increasing themembership. Such people can be encouraged tonot only join themselves but also to act as agentsto interest the members of their organisations injoining as well. Similarly, ‘Member get member’campaigns with appropriate materials andincentives for the recruitment of friends,colleagues and families of members are effectivemeans of enlarging the membership community.”

Harrogate and District NHS Foundation Trust

”Harrogate and District NHS Foundation Trust hashad the socio-economic profile of ourmembership assessed against ACORN profiles(see pie chart). This will enable the trust to targetmembership activity to create a membershipreflective of all socio-economic groups,geographical areas, ethnicity, age and gender.

We also aim to understand the socio-economicprofile of our active members. The Trust holds anannual open evening event, which over 800people attended last year. We are exploring thepossibility of scanning attendance of memberswith their ID number so that we can analyse themembership profile, along with those memberswho register their interest for PPI activities.”


Foundation Trust

”Over many years the hospital has developedstrong links with local communities through thecommunity leaders representing many of theethnic groups which make up the Hackneycommunity. This has helped us to develop amembership truly representative of thecommunity, and we have found the strength ofcommunication by ‘word of mouth’ cannot beunderestimated.

Prior to April 2004 our foundation team visitedmany of these community groups to discuss thevalue of membership and the opportunities thatfoundation trust status offered, and we continuewith these visits today.

Our public governors broadly reflect our localcommunities with representatives from theOrthodox Jewish, Turkish, Asian and Afro-Caribbean communities; some, but not all ofthem are the community leaders we had alreadydeveloped relationships with. They are our linkinto, and spokespeople for, our communities andare always willing to accompany us on visits andpresentations to local groups. One year on, thegovernors are beginning to undertake formalpresentations themselves on the benefits of membership.

Communal PopulationAsian CommunitiesHigh-Rise HardshipSecure FamiliesInner City AdversityPrudent PensionersProsperous ProfessionalsEducated UrbanitesBurdened SinglesPost-Industrial FamiliesSettled SuburbiaAspiring SinglesWealthy ExecutivesBlue-Collar RootsAffluent GreysFlourishing FamiliesStruggling FamiliesStarting OutUnknown

0.30%1.50%

1.50%1.50%

2.10%2.10%

2.20%

3.20%

4.30%

4.70%

6.00%

6.20%

6.50%

7.10%7.30%8.40%

13.10%

22.00%

ACORN profile of Harrogate and District NHSFT Membership

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To ensure that our membership reflects thediversity of our local population we havepurchased software from Active Total SolutionMapping (www.totalsolutionmapping.com) whichallows us to plot members against local censusdata, by post code, ethnic group, age, sex, etc.This has proved very useful in enabling us toanalyse our membership profile. At present wefind that our membership is broadlyrepresentative of the local community (see graphbelow). However we assess this regularlythrough the software and could target specificgroups for membership if required.

Active membership from our communities isimportant to us and members from many diversebackgrounds have volunteered, and participate in,our members’ forums and discussion groups. Wehave also received requests from members fromsome of our local minority ethnic communities toextend our series of monthly health educationtalks to focus on health issues for specific ethnicgroups and we are at present considering howbest to do this.”

Papworth Hospital NHS Foundation Trust

“Papworth Hospital NHS Foundation Trust isworking on targeted recruitment activities toincrease membership among young people,women, and black and minority ethniccommunities. This includes a pilot project toestablish and support a group of ‘membershipchampions’ for the trust, who will act asadvocates to increase membership in asustainable and cost-effective way. Themembership sub-committee of the governingbody is leading this work to recruit membershipchampions and to then support them in the taskof recruiting more members. They are putting inplace communications and systems for rewardingand recognising this work to ensure that it issuccessful and sustained. The learning from thepilot will be applied to the whole membershipcommunity next year.”

Engaging young people

The Rotherham NHS Foundation Trust

“In the run up to our application for foundationtrust status it was identified that we needed toincrease public membership. It was alsoidentified that inevitably the majority of ourexisting membership came from the over 40’ssection of the local population.

Having identified the need to both quicklyincrease membership and to address imbalancesin our membership demographic it was decidedto look for outside assistance in our recruitment.

We worked with an external consultancy to carryout a targeted recruitment drive includingtelephone and face-to-face methods. This includedtargeting specific postal codes and approachingyounger people face-to-face. The membershipwas increased by 2,000 in one month and the ageand geographical imbalances rectified.

We believe it was a cost-effective exercise, withrecruitment averaging approximately £4 per head.However, having succeeded in our initialrecruitment drive, the real challenge will come inengaging the younger membership in theworkings and governance of the trust.”

Stockport NHS Foundation Trust

“Stockport NHS Foundation Trust has set up ayoung people’s engagement sub-group to theboard of governors to advise on effective ways ofengaging young people in strategic planning andservice delivery and to act as a forum forlistening to the views of young people. It hasappointed a young person governor who hasforged links with schools and the LEA to create ayouth associate membership for under 16’s.”

Cambridge University Hospitals NHS

Foundation Trust

“Cambridge University Hospitals NHS FoundationTrust has produced a youth communicationsstrategy and is planning to develop recruitmentmaterial targeted at young people. An outreachprogramme is in place, focusing on schools andcolleges (including talks in assemblies and torelevant subject groups), relevant clinics anddepartments and youth volunteers and cadets.”


“Barnsley Hospital NHS Foundation Trust is working with the existing structures for youthrepresentation – the Barnsley Youth Council – toensure that they are aware of the new foundationtrust governance arrangements and to encouragemembership and participation among youngpeople in the area.“

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The membership application form

Many trusts in the first wave found that the initialmembership recruitment form has taken anumber of iterations to get right as organisationshave become clearer about the information they need.

Authorised trusts suggest the core detailsrequired are:

• member’s name

• address

• home/work/mobile telephone number

• e-mail address

• date of birth or age category (date of birthmakes ongoing analysis easier)

• ethnicity

• gender

• constituency they wish to join

• whether individuals are happy for their nameto appear on the public register

• preferred method of contact.

Additional information that many trusts havesubsequently collected includes:

• Desired level of involvement (for example,receiving the member newsletter, attendingthe annual members’ meeting or other events,responding to surveys and consultations,volunteering, standing for election etc)

• Special interests.

A number of trusts have focused theirmembership form only on the core informationrequired to keep it as simple and quick to fill in aspossible. Members who join are then sent awelcome pack with further questions on theirdesired level of involvement or special intereststo provide an additional opportunity to engage thenew member.

Creating your member registerAll foundation trusts are required to establish registersof members, directors and governors. These registersmust as a minimum contain a list of names and, in thecase of the director register, state their interests. TheDepartment of Health assesses plans to create theregister of members as part of the application processand expects the registers to be operated ‘as costeffectively as possible’.1 Following authorisation,foundation trusts must ensure their register ofmembers is maintained in a way which complies withregulations laid in 2004 and must provide membershipdata to Monitor as part of the Annual Plan process.2

The key distinction in the approaches trusts haveadopted for their member register is between thosewho have chosen to establish and maintain it in-house, versus those who have opted to use anoutside agency. There are strong advocates of both approaches.

Those in favour of in-house arrangements believe itgives them greater ownership and control over theirmembership strategy and facilitates integration withwider patient and public involvement activities. Thosewho have opted to go out-of-house often feel that ithas freed up membership staff to focus on morestrategic membership development work and enabledgreater efficiencies to be achieved, particularly inhandling major mail-outs and producing membershipreports. Claims of greater cost-effectiveness are madeon both sides.

Irrespective of where register maintenance takesplace, a majority of first wave trusts have set up in-house membership offices to ensure they can receiveincoming calls from members. For many, this hasproved to be a vital way of developing a morepersonalised relationship with their membership andan opportunity to engage members more effectively inthe activities of the trust.

Despite the diversity of approaches taken, there is onething that unites many authorised FTs: a recognitionthat effective member register management requires acommitment of resources at the outset. Trusts oftenfound that their initial database was inadequate whenfaced with growing membership numbers and theneed to record more information to develop theirmembership strategy. As a result, many then had tospend considerable time establishing more effective inor out-of-house arrangements capable of handling theamount of data and degree of functionality required.

Trusts that have invested in their database have foundthat it is more than a register of members: it is acustomer relationship management tool that is at theheart of their efforts to develop targeted, two-waycommunications with their members and to buildthese relationships over time.

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Below, Computershare – one of the companies usedby trusts to maintain their registers – provides aperspective on what member register managemententails, before we look at two sets of case studieswhich illustrate the different approaches taken.

Developing your member register: a view

from Computershare

”Once the membership is in place, it is criticalthat the register of members is maintainedaccording to best practice. The membershipregister is not a static database of names andaddresses but an ever-changing register of realpeople and the Trust has made a commitment towork with, engage, inform and listen to them.

Members will die, move house, no longer wishto be members and have detailed enquiries aboutelections, governors, Trust strategy andoperational issues. Membership registermanagement should therefore be seen not as adatabase of names to be recorded butmanagement of the relationship between theTrust and its many thousands (or tens ofthousands) of members.

The necessary actions required are:

• address verification against post-code data ensuring that members are in the correct constituencies and contain accuratepostcode information in order to benefit frompostal discounts

• de-duplication of the register and crossduplication verification with the staff member database

• regular checks against the National Change ofAddress register to enable amendment of therecords where members have moved withoutnotifying the Trust

• checks against multiple bereavement registers to reduce the risk of mailing todeceased members

• provision of suitable resources to deal withmembers’ enquiries that are likely to peak whencertain activities such as elections, newslettermailings or recruitment activities occur

• provision of membership packs to providemembers with key information about thefoundation trust in addition to contact detailswhere further information can be obtained

• the ability to analyse the profile of themembership against the profile of theconstituency in order to ensure that themembership is representative of theconstituency in terms of age, gender, ethnicityand socio-economic profile.”

Managing your member register in-house



“One of our key membership aims is to ensurethat we maintain an accurate and informativedatabase of members to meet regulatoryrequirements and to provide a tool for developing membership, and to recognise anduse members as a valuable resource, unique to amutual organisation.

To this end, we explored and evaluated thevarious options for database management.Initially, we set up an Access database whichwas developed in-house. Within a very shortperiod of time, it was apparent that we neededto look for a more sophisticated package. Thefollowing issues and questions needed to beaddressed:

• to consider and compare in-house and out-of-house options

• to compare the costs of both

• to compare functionality and compatibility ofsoftware packages

• can the same level of member contact andcontrol be offered by both choices?

• can software be tailored to suit our specific needs?

• will the software supplier migrate our currentdata onto the new system and resolve anydata transfer problems?

• can the software supplier offer initial and on-going support?

Having worked with the IT department andcompared the different packages, it was clearthat the in-house option was preferable to out-of-house. It was more cost effective - a one-off cost of the licence compared to increasingand recurrent annual costs; we retained control ofthe database and could provide a local point ofcontact for members; and reporting would beavailable at no additional expense.

Having taken into account all of the above, wechose an in-house Customer RelationshipManagement (CRM) software solution calledGoldmine and a local company(www.webefficient.co.uk) to customise it for usas an existing local supplier with whom wealready had a positive and supportive workingrelationship. We believe this CRM databasemanagement tool has provided a very soundbase from which to grow and develop ourmembership and member involvement.”

1 NHS Foundation Trusts: A guide to developing governancearrangements, Department of Health, Sept 2004, Section 9,page 2

2 Compliance Framework, Monitor, March 2005, p12

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Foundation Trust

“We manage all membership on an in-housebasis. We chose to do this as we wanted toensure that membership remained local andrelevant to our differing communities. This is nowadministered through the membership office. Atthe present time we employ one membershipdevelopment officer as part of the corporateaffairs team; thus providing an integratedgovernance function.

The in-house database we use is now robust andholds all the information we require. It is easy touse and allows multiple users to have access.The membership development officeradministers the database.

Members are actively encouraged to drop in orcall. As the service develops, we may need toreview this but we believe that an on-sitemembership office works best for our members.”

Managing your member register out-of-house

Harrogate and District NHS Foundation Trust

“Harrogate and District NHS Foundation Trust hasout-sourced our membership management toComputershare. We serve a population of183,000 and have a present membership of10,600 members with an ‘opt in’ scheme for bothstaff and the public. We have a vision to grow ourmembership to 20,000 over five years.

We want to maintain an accurate database at alltimes. We have systems in place to screen deathregisters and house moves prior to mailing andwe update our staff database on a monthly basiswith starters and leavers.

There is a website link to the membership formonline with a direct link to update themembership database. Reference to this ispublished on all communication to members toencourage new members to join using thismethod. Computershare run a call centre helpline for us which is also widely publicised.

The database is multi-functional. For electionpurposes, each member receives postalcommunication. However, for all othercommunications we have asked members tostate their preferred method, resulting in 1,800members opting for electronic communication viaa broadcast email and a further 770 opting toshare hard copies of information within theirhousehold (reducing our postal distribution costsby 25%). We can also reliably track how manymembers have opened their electroniccommunication. Hard copies through the post arepre-sorted to the postman’s delivery round toenable the Trust to access a postage discount.

The bulk ordering and storage of stationary isalso financially more advantageous than withinthe NHS and we can print a strap line messageon envelopes to reduce the image of junk mail.

To enable the trust to develop membershipactivity to support patient and public involvement,our database holds fields for clinical areas ofinterest alongside preferred method ofcommunication and involvement. This will enableall future communication with members toacknowledge their area of interest and anyrelevant activities.”

Derby Hospitals NHS Foundation Trust

”Within the Derby Hospitals NHS FoundationTrust, our member database is currently split intotwo registers, one for staff members, and theother for public members. Both of these, untilnow, have been managed internally.

In the case of the staff members’ database, thisis administered through our human resourcesfunction as they are in a position to automaticallyhandle staff changes.

Our public database has been managed withinthe secretariat office. However, this is to changefollowing the decision to engage Computersharein a membership drive, where all the responseswill be handled by them and incorporated ontothe database, using their systems. This wasconsidered the most appropriate way forward, aspart of the arrangement offered byComputershare will be to undertake regularchecks to ensure the data held is up to date bymonitoring the various public registers.

It was also considered that outsourcing themanagement of the public database wouldenable the skills and expertise of themembership manager to focus on higher valueactivities, rather than routine database tasks. Thisin itself would enable economies of scale to beachieved at a lower cost than the trust coulddeliver if it were managing the publicmembership itself.

At present the transition has yet to becompleted, however, the success of this newarrangement will be monitored closely.”

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Ongoing membershipengagement Once the challenge of recruiting an initial membershipis complete and the member register established,foundation trusts have had to focus their energies onsustaining the interest of their members anddeveloping a longer-term engagement strategy.

A crucial part of this has been to understand moreabout the level of involvement members want. Anumber of trusts have now carried out surveys togather this information and have stratified theirmembership to ensure subsequent communicationsare more targeted. Many trusts have incorporatedquestions about desired level of engagement into arevised version of their membership application formto collect this information from the outset.

Faced with small in-house staff resources, limitedbudgets and membership numbers often above10,000, the challenge of establishing an ongoingrelationship with members is no easy task. For trustswith memberships at the higher end of the spectrum,postage costs alone make regular mailings difficult.While a few trusts have succeeded in gainingadvertising in their member newsletter to help coversome of these costs, ensuring sufficient resources arein place to underpin regular communications remains areal issue for trusts in the first wave.

Despite these resource constraints, a wide range ofmethods to build relationships with members are nowbeing tested out. Member newsletters are the key toolbeing used to ensure a regular programme ofcommunications is in place. Opportunities for gettingactively involved include attending governor meetingsand the annual members’ meetings; open days, healthlectures, and other public events; participating inconsultations, patient panels, and critical readersgroups; and volunteering to work in the hospital orhelp with fundraising activities.

As discussed in more detail in the next section ongovernors, trusts are also exploring ways to bringgovernors and members together throughconstituency-based meetings and focus groups onkey issues like access to services, cleanliness andpatient information.


Foundation Trust

“Members have:• been involved with five focus groups (see

page 24)

• attended a series of ongoing lectures byspecialist speakers entitled ‘medicine for members’

• been engaged with the trust’s current‘wayfinding project’ to improve signagearound the hospital and at other stages of thepatient journey

• met and engaged with governors at member/governor events throughout themembership area and the trust

• assisted with the production of the ‘rights andresponsibilities of members’ policy’

• elected the elected members of the board of governors.”


“We produce a quarterly newsletter which givespeople an opportunity to put forward ideas ofthings they would like to know more about. Thenewsletter was used to follow up the responsefrom members on application that they wished tobe actively involved and invited members tobecome lay members on working groups andcommittees. Each newsletter receivesapproximately 100 follow ups.”

Chesterfield Royal Hospital NHS

Foundation Trust

”Members of Chesterfield Royal Hospital NHSFoundation Trust are playing their part ininfluencing a major change to the way thehospital runs. A combined total of almost 10,000staff and community members have had theopportunity to offer their views on new proposalsto control visiting hours and restrict the numberof visitors per patient. The plans are part of anoverall campaign to make the hospital cleanerand safer - and by controlling visiting, helping toreduce hospital-acquired infection.

A staggering 40% of members have respondedto the consultation, which ran for just two weeksand was sent out to home addresses. 99% ofrespondents felt the local community should alsotake some responsibility to help to reduceinfection, and 94% agreed that visiting hoursshould be reduced.

Results from the exercise will be used bygovernors, the hospital's management committeeand board of directors to make a decision aboutwhat new visiting hours the hospital adopts.”

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Foundation Trust

“All members receive quarterly members’newsletters. Membership cards have provedpopular, with members reporting that this givesthem a sense of belonging to the organisation.They have also requested membership numberswhich we had not used initially.

Our clinical nurse specialists run a series ofhealth talks on a monthly basis for members.Subjects such as MRSA, diabetes, allergy andasthma, prostate cancer, and looking after yourheart have been covered so far.

The number of requests from departmentsrequiring members of the public to becomeinvolved in various projects is increasing.Foundation members are actively involved invisits to improve our hospital environment andcleanliness initiatives. They are also bringing apatient perspective to nurse and other clinical staff training days, and in inpatientservices reviews.

In late 2004 we undertook a survey of members to identify those areas that memberswished to become more actively involved in. The options were:

• participating in council of governors meetings

• participating in public meetings

• participating in annual members’ meetings

• participating in patient panels for surveys

• attending health talks for members

• attending community surgeries

• standing for election as a governor in the future

• volunteering in the hospital

• recruiting new members

• fundraising

• receiving information only.

10% of members responded to the questionnaireand we are now using this information to informour involvement strategies and membershipdevelopment work.

Under the guidance of the membershipdevelopment committee, we have started workon the following initiatives:

• members as volunteers programme – thedevelopment of a volunteer programme andcommittee, run by members for members

• critical readers’ group - a members’ groupinvolved in the development of patientliterature

• members’ forums and governor surgeries (seepage 24)

• annual members’ meeting - our first annualmembers’ meeting will take place inSeptember. Historically attendance at AGMshas been very poor. However there wereapproximately 300 members at the last AGMand we anticipate that the interest frommembers will continue.”

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Emerging issuesWith the majority of foundation trusts in existence forless than a year, these case studies suggest that greatstrides have already been made in recruiting anddeveloping relationships with members and that muchhas already been learnt.

Given that foundation trusts range from districthospitals predominantly serving their localcommunities to major teaching hospitals with aninternational reach, it is no surprise that a diversity ofmembership strategies have emerged.

Ensuring the trust has a clear view about the role ofmembers and how they can add value is vital to givemeaning and coherence to the membership strategy.Trusts with an agreed vision from the outset of thebenefits of membership are in turn better able toensure members themselves understand theirpurpose and contribution.

The case studies demonstrate the varied ways inwhich the member role is now being developed. Fromparticipating in consultations, focus groups and patientpanels, to volunteering, fundraising and attendinglectures and events, members have been a newresource that can be tapped to ensure the trust ismore responsive and accountable to those it serves.

However, these emerging successes must be setagainst some of the constraints within which trusts areoperating and the challenges ahead.

Perhaps the most recurring theme from Wave 1 is theneed to ensure resources are in place to invest in themembership from the outset. Faced with limitedbudgets and staff that often have membershipdevelopment alongside their other pre-existingresponsibilities, many trusts have been extremelyrestricted in the membership communications theycan deliver in practice. Recognising the business casefor investing in the membership – not least as a sourceof competitive advantage in the context of patientchoice – is going to be crucial to success over thelonger term.

Trusts’ limited membership budgets also underline thepoints already made about balancing quantity ofmembers with the quality of the relationship. Trustsneed a sufficiently broad and representativemembership to underpin the legitimacy of the widergovernance arrangements. However, they must alsoensure membership is of a size that enables the trustto resource an ongoing dialogue and real opportunitiesto get involved. While the initial focus of membershipstrategies was inevitably on membership numbers, thecase studies suggest that many trusts now feel theyneed to devote more resources to target traditionally‘hard to reach’ groups and to engage their existingmembership, rather than simply aiming formembership growth.

Nearly 18 months in, the policy implications of the firstround of membership recruitment are also becomingclear. While foundation trusts are trying to make thegovernance arrangements in the Act work, its one sizeapproach simply does not fit all, particularly for trustswith a national or international focus. In the future,foundation trusts need to be free to draw their ownstakeholder map and to populate their membershipand governance constituencies to reflect theirstakeholder profiles and business models. It will thenbe for individual trusts to satisfy the regulator that theirstructures are fit for purpose and meet their statutoryduty to govern themselves properly.

The need for greater flexibility in the governancemodel is underlined by looking ahead to the nextcohort of applicants waiting in the wings. Somefoundation trusts are already having to define theirgeographical boundaries for membership to ensurethey do not compete with FTs serving the sameconstituencies. As the number of foundation trustsgrow, there may well need to be a sensiblerationalisation of the wider governance arrangementsto avoid trusts trying to recruit amongst the samepopulations and causing confusion as a result. Thismay mean the development of ‘foundation systems’within geographical areas that allow individualfoundation trusts to co-operate to access stakeholder engagement.

It is still early days for this experiment in publicengagement. While in a few areas good practice isbecoming clear, for the most part first wave trusts arestill testing what works. A key task ahead will be toensure trusts have robust measures of success inplace and can demonstrate the effectiveness of thestrategies they have chosen. Some of these measuresare already set out in Monitor’s compliance regime:membership size and growth, voter turnout, andevidence of a representative membership profile. Butthe challenge over this next phase will be to developricher criteria that reflect the views of membersthemselves and their level of engagement, as well asan evidence base that demonstrates their impact onthe business models being developed and the qualityof care patients receive.

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Developing theconstitution The Health and Social Care Act 2003 requires eachfoundation trust, as a public benefit corporation, tohave a constitution. Schedule 1 sets out minimumstatutory requirements with which every constitutionmust comply. This includes provisions on the eligibilitycriteria for membership and the designation ofmembership constituencies, the operation of the boardof governors and board of directors, and provisions fordealing with conflicts of interest.

Applicant trusts must submit their proposedconstitution to Monitor for approval as part of theauthorisation process. Once authorised, the legality ofthe constitution is one of five elements of governancethat will be considered in Monitor’s annual ratingsassessment, with any amendments to the constitutionrequiring the regulator’s approval.

Developing an effective and robust constitution isclearly an essential part of the process of establishingsound governance arrangements for a foundation trust.Ensuring clarity of roles from the outset for eachelement of the governance structure has beenrecognised as particularly critical by trusts that havegone through the process.

However, while many of the constitutions of first wavefoundation trusts drew on a template issued by theDepartment of Health, as new organisations, there islittle to guide applicant trusts in drawing up theirconstitutions outside the framework of the 2003 Act.This lack of accompanying guidance is particularly starkin comparison with the role of the Company Acts, theListing Rules and the Combined Code in providing thebody of governance practice for publicly listedcompanies.

Monitor and the Department of Health are workingtogether with the aim of publishing a model coreconstitution. This will meet the authorisationrequirements while allowing scope for individual trusts

to vary other key elements to reflect their owncircumstances. The document will be available onMonitor’s website following a consultation processwith key stakeholders. It is hoped that this will be inplace for the next wave of trusts applying forfoundation trust status.

This new framework constitution will enable applicantsto draw on the emerging best practice from existingfoundation trusts about the key constitutional elementsrequired to underpin good governance.

The task for the next wave of applicant trusts will beto draw on this core constitution whilst ensuring theprocess remains locally owned and focused on agenuine dialogue with stakeholders about how thegovernance arrangements can be designed to reflectlocal circumstances and views.


Foundation Trust

“Writing the constitution of a new organisationrequired detailed thought about the purpose andfunction of each aspect of the governancestructure. The principles we applied to thisprocess were:

• Simplicity: keep the governance structure assimple and understandable as possible withinthe framework of the legislation. This wasessential if the organisation was to bedemocratic and accessible – its constitutionneeded to be understood.

• Veracity: ensuring that the constitution, in itsattribution of roles and responsibilities,reflected the way the organisation wouldactually deal with any issues that arose. Howwould we handle a situation where a memberbecame disqualified from membership? Howshould the role of carers be reflected in theconstitution?

• Clarity: individuals taking on new roles,particularly governors, needed to be reassuredabout some basic principles such as ‘Do I haveany personal financial liability?’, ‘What is thetime commitment of the role?’

The most important issue to be clear aboutwithin the constitution was the relationshipbetween the board of governors and the board ofdirectors. It was vital to ensure that the role ofeach group was explicitly defined in theconstitution as this drove the subsequentdefinition of their respective responsibilities.

Developing the constitution ........................................20The board of governors ..............................................21

Models for the board of governors......................21Developing the role of governors ........................22The relationship between the boards of governors and directors ......................26Training and support ..............................................28Emerging issues......................................................29

The role of the company secretary ............................30

Governance

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The support of an experienced legal team withknowledge of both existing NHS governancestructures and corporate governance in thebroader perspective was essential. It ensured wehad reflected all statutory requirementsappropriately (not just those in the 2003 Act) andallowed us to learn from good practice in theNHS and current developments in the widercorporate governance arena.”

The board of governors Enabling patients, the public and staff members toelect representatives to the board of governors is howfoundation trusts bring the interests and views ofstakeholders into the very heart of the organisation’sgovernance.

Consulting on the composition of the board ofgovernors, ensuring a broad and representativemembership base for governor elections, andsupporting governors as they establish their role hasbeen a major challenge for first wave trusts.

This section first looks at different models for theboard of governors before exploring the variety ofways in which the governor role is being developed. Itlooks at the relationships that have been establishedbetween governors and the board of directors, and thetraining and support for governors which is being putin place. It concludes by drawing out some of therecurring themes from the experiences of foundationtrusts to date.

Models for the board of governorsThe Act gives foundation trusts significant scope toshape their board of governors. As a result, a widediversity of models have been established to reflectthe different nature of foundation trusts asorganisations, the services they provide and the profileof their communities.

The size of boards of governors is one of the mostobvious sources of variation: while the majority hadmemberships of between 30 and 40, the smallest hasonly 18 members and the largest 53. Those who have

opted for larger boards of governors believe thisinclusiveness has provided a broader spectrum ofexperience and expertise and strengthens thelikelihood that the board will reflect the diversity of thecommunities it represents. Trusts with smaller boardsof governors feel this has made the board of governorsless unwieldy and made it easier to have discussionswhere everyone has an input.

Terminology has also proved to be important. Manytrusts have felt that adopting the title ‘board ofgovernors’ from the legislation could exacerbate thepotential to confuse the role of the two boards. As aresult, just over half of the first wave have opted forthe title council of members or council of governors tohighlight the different role of governors in representingstakeholder interests to the board of directors, ratherthan taking responsibility for the day to day operationof the organisation.

The case studies below illustrate some of thesedifferent approaches.

University Hospital Birmingham NHS

Foundation Trust

“UHB has 37 people on their board of governors,comprising:

• 13 public governors from the parliamentaryconstituencies in Birmingham

• Six patient governors

• Five staff governors (medical, nursing (twogovernors), clinical scientist/allied healthprofessional, ancillary administrative and otherstaff class)

• 13 stakeholder governors

The stakeholder governors involve strongrepresentation of key specialist skills sourced bynomination from major organisations in the life ofthe city. These skills, and access via these to therelevant professional and community groups,were considered essential ingredients for asuccessful foundation trust board of governors.Key stakeholder bodies within the NHS, localgovernment and education are also present andrelationships with these organisations are alsoextremely significant.”


“The Royal Devon and Exeter provides secondaryand tertiary services to a population ofapproximately 750,000 which is largely rural andhighly dispersed. Our 36-strong council ofgovernors has 19 public governors with four frommid Devon, six from Exeter, six from East Devonand three from the rest of Devon, Dorset,Somerset, Cornwall and the Isles of Scilly – adivision that represents proportionalrepresentation by commissioning PCT.

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The staff community elects five governors(medical/dental, nurses/midwives, alliedhealthcare professionals, hotel/estates,A&C/manager). The appointed governorscomprises four nominated by our PCTs, five fromour local authorities, one from our medical schooland two appointed by Exeter Council forVoluntary Services.”


“Stockport’s 39-strong board of governorscomprises:

• Twenty public governors – 16 from Stockport,three from the High Peak and one Outer Area

• Six staff governors, comprising twonurses/midwives, one allied health, one doctorand two from other staff groups

• Thirteen appointed partner governors,including

- three PCT

- one patient forum

- one young person

- two educational

- two voluntary sector

- two local authority

- two enterprise (Stockport Chamber ofCommerce and Small Businesses Federation)

Decisions about the composition of the boardreflect the priorities of the trust. For example, theinclusion of two educational governors is part ofStockport’s developing links with local educationservices in order to provide training packages forhealthcare workers. Including a young person’sgovernor has been part of our drive to establishnew links with local schools and to work withthem on the concept of corporate citizenship.”

Developing the role of governors Governors are given a number of statutory roles in theenabling legislation for foundation trusts, namely:

• appointing, removing and deciding the terms ofoffice, including the remuneration, of the chairmanand other non-executive directors

• approving the appointment of the chief executive

• appointing or removing trust auditors

• reviewing the annual accounts, auditor’s report andannual report at a general meetings

• expressing a view on the board of directors’forward plans.

Guidance from the Department of Health makes clearthat the board of governors’ responsibility is to ensurefoundation trusts respond to the needs andpreferences of stakeholders, with day-to-dayoperational management remaining the preserve ofthe board of directors. However, little further detail isprovided about the governor role.

A number of models are now beginning to emergebeyond the bare bones of these statutorily definedresponsibilities. Four ways of working above andbeyond these formal duties are already clear from theexperience of first wave trusts:

• influencing policy and strategy

• leading member focus groups

• membership recruitment and development

• community outreach.

While there is clearly overlap between these roles,they do begin to illustrate the diversity of modelsbeing developed, with many trusts drawing on all ofthese approaches. The case studies below illustrateeach of them in turn, starting with governors’ formallydefined role.

22

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Devleloping the statutory role

The responsibility of boards of governors to appointthe chair and non-executive directors is the mostpractical and visible expression of their new role in thetrust’s governance.

Many boards of governors have already hadexperience of the appointments process for non-executives, and a small number have appointed chairs.The case study below highlights the way the processhas worked in one first wave trust.

Countess of Chester Hospital NHS

Foundation Trust

“We have made two appointments sincebecoming a foundation trust: a non-executivedirector with a financial background and a newchairman. The nominations committee of thecouncil of members has played a crucial role inboth cases.

In accordance with our constitution, about sixmonths before the vacancy arises, the board ofdirectors determines the job description andperson specification with particular attention onthe expertise required for each vacancy in orderto balance the board. Once agreed, this iscirculated to the council of members. We havehandled both appointments in-house and tried toraise awareness of the opportunity by using localand regional business networks, the members’newsletter and press releases, as well asadvertising in the local press.

The nominations committee comprises thechairman (or appropriate non-executive directorfor the chairman appointment), a public electedmember, a staff elected member and anappointed member along with the chairman ofanother NHSFT acting as an external assessor.The committee meets to shortlist. The selectionprocess comprises two parts. Firstly, an informalmeeting with the board of directors, and then aformal interview with the nominationscommittee. In each case, to date, only onename has gone forward to the council ofmembers. However the council of membersmakes the decision whether to appoint or not ata formal meeting.

We are currently reviewing our process to seehow it can be improved. However we believe wehave made an encouraging start with twoexcellent appointments.”

Influencing policy and strategy

Developing the annual forward plan which foundationtrusts must submit to Monitor has been an importantprocess for testing governors’ influencing role, withdirectors required to demonstrate that they have ‘hadregard’ to the views of board of governors in drawingup their forward plans.

A number of trusts have held joint planning days todiscuss the service development strategy and theannual plan, and in these trusts, this is now becomingan established way of ensuring governor perspectivesand priorities are reflected in the strategic decision-making of the organisation.

Other ways of enabling governors to develop theirinfluencing role are also being explored. One of themost common is the setting up of sub-groups basedaround governor interests or areas identified from theservice development strategy. While these sub-groupsare often in their early stages of development, they areincreasingly providing a forum for governors toscrutinise existing services and plans and to givetheir views.


Foundation Trust

“For the development of this year’s annual planUHB was able to incorporate the views andopinions of our governors through a revisedprocess which has resulted in a robust plan forthe next 12 months, approved by the board of directors.

In November 2004, UHB held a workshop wheregovernors were presented with the overallstrategic aims of the Trust, the targets and thebig themes which included the HealthcareCommission’s seven domains.

They broke into work groups to discuss andhighlighted their top three priorities. These werethen incorporated into the annual plan and wesubsequently refined this with them at future meetings.”

Chesterfield Royal Hospital NHS

Foundation Trust

”Public governors at Chesterfield Royal HospitalNHS Foundation Trust have already begun toinvest their time in the corporation’s plans forcapital investment.

With more than £9million to be spent over thenext few years, public governors are bringing anew perspective to numerous project teams.Representing the views of their constituents,governors are helping to shape developmentsright from the planning stage. Working withdirectorate teams, estates staff, patients andexternal contractors they have the opportunity toinfluence the trust by looking at ideas from thepublic’s viewpoint.

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And it’s not just lip service. An out-patientproject is now in the process of being re-evaluated after governors raised concerns over a potential location.

Alongside capital projects, public governors alsohave places on specific working groups –including the trust’s research and strategycommittee; and they have taken part in specialevents such as national Think Clean Day, joiningstaff auditing wards and departments againstcleanliness standards.”


“We have established a range of governors’ sub-groups to enable the governors to focus on keystrategic issues and to link with existing groupsacross the hospital and the wider community. Asthese sub-groups develop, we envisage that theywill provide regular reports to the governingcouncil and identify the issues that need to bereferred to the board of directors. The sub-groupswill cover the following strategic areas:

• Access and interface to patient services

• Healthy life styles

• Staff/workforce

• The hospital and its environment

• The hospital’s future.”

Leading member focus groups

A number of trusts are now working with governors toconvene focus groups of members on key topics. Thisis enabling governors to develop their understanding ofmembers’ views and providing a means of ‘drillingdown’ on key issues to explore how services could bemade more responsive and patient-focused.


Foundation Trust

“The Homerton is developing a number of waysof connecting governors with their membership.We have started work on members’ forumswhich will be governor-led facilitated sessions formembers to get involved in strategic planning inareas such as advocacy and access to services,cleanliness and non-smoking in the hospital.These will provide the opportunity for governorsto hear member’s issues and views in astructured and meaningful way.”


Foundation Trust

“Governors have been given a leadership role inchairing focus groups for members on strategicissues that will have a direct impact on patientcare. Five have been held so far on discharge,customer care, hygiene, communication andpatient information, and feeding and nutrition. The aim is to produce a set of standards andrecommendations for the organisation on each of these topics.”

Membership recruitment and development

The potential to develop the governor role inmembership recruitment and development has beenidentified by many trusts in the first wave. In someplaces this is already happening, with governorsplaying an increasingly active role in membershiprecruitment and taking ownership of the widermembership development strategy.


Foundation Trust

“Our membership development strategy hasdeveloped into a strategy and direction ownedand led by the governors. A sub-committee of thecouncil of governors – the membershipdevelopment committee – now leads this work. Itmeets quarterly and formally reports to thecouncil of governors on membership issues.”

Community outreach

Enabling governors to connect with members andestablish an ongoing dialogue is seen by many to beimportant if governors are to be an effective voice forthe community in the affairs of the trust. However, ofall the governor roles that are emerging, this is onethat has proved to be the most difficult – and thesource of greatest frustration for governorsthemselves.

While many foundation trusts are investing time andeffort in developing ways to connect their governorsand members, putting a communications infrastructurein place has not been an easy task.

A majority in the first wave are developing amembers’ area of the website where people canemail governors and a number have circulatedgovernor email addresses in poster form to local GPs,council offices, libraries and advice centres. But withmany members lacking email access, it is membernewsletters that have become the primary means ofraising the profile of governors and encouragingmembers to make contact.

Different views about the representational role ofgovernors are also emerging. Some trusts are settingup governors’ surgeries to enable members to drop into discuss issues, while in other organisations thismodel has been rejected on the basis that it might

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lead to governors championing individual cases andgetting too involved in operational matters.

An increasing number in the first wave are respondingto governors’ desire to feel linked to their electoralconstituency by setting up constituency meetingswhere governors can listen to member concerns andprovide feedback on their work and that of the trust asa whole. In contrast, other trusts have felt that it isneither possible nor desirable for governors torepresent their individual constituency and havefocused instead on bringing governors together withpeople from across the membership communitythrough regular events.

In recognition of the importance of the governor-member relationship, governors are increasinglyestablishing sub-groups of their board tasked withoverseeing member communications and developingnew ways of listening to member views.

Trusts are also having to think through how they fulfiltheir duty to look beyond their membership to consultand engage the wider public. A number of trusts havebegun by trying to align the new governancearrangements with pre-existing patient and publicinvolvement mechanisms. In some cases this hasbeen done by establishing a sub-group of governors tooversee the PPI strategy. Others have encouragedpatient governors to attend or chair patient forummeetings and linked public governors with localauthority forums to feed the views of patients and thewider electorate into the board of governors.

While changes are expected next year to mergeexisting patient and public involvement forums so thatthere is one per PCT, many foundation trusts reportthat in the meantime, considerable overlap andconfusion still exists about the respective roles andresponsibilities of forum members and governors.


“We hold quarterly member meetings in each ofour constituency areas attended by our head ofmembership and mutual development, withgovernors participating in each event. Eachmeeting focuses on key themes in the servicedevelopment strategy to provide a focus for thediscussions and to ensure that members canidentify areas in which they can genuinely havean input. Governors are taking greaterresponsibility for these meetings as they becomemore familiar with their role.”

Guy's & St Thomas' NHS Foundation Trust

“One particular success in our efforts toencourage communication between the board ofdirectors, the members’ council and themembership was an open meeting held early in2005 attended by more than 200 members. Westructured the meeting to fall into threesegments. Before the meeting proper there wasa ‘meet and greet’ session where members of

the council met and mingled informally with themembership and were able to talk to them on aone to one or small group basis. This wasfollowed by a session with presentations onsubjects known to be of interest to themembership from the responses received to asurvey. Two of the presentations on environmentand strategy were made by members of thecouncil, each of whom were leading council sub-groups on these issues. The third and finalsegment of the meeting was an opportunity formembers to stay behind and talk informally toboard members and council members about themeeting and any other issues. The feedback wasoverwhelmingly positive.”


Foundation Trust

“Patient governors are linked into the work of thetrust’s four patient councils and in some caseschair the council. The public governors are linkedinto the local authority constituency committeesto enable them to feedback information from thewider electorate.”



“We are developing a members’ area of thewebsite with an ability for members to emailgovernors with their views. Governors are nowsetting up a sub-group to overseecommunication with members, including howpublic governors communicate with and interactwith their constituents.”


“Stockport has established six workingsubgroups of the board of governors, includingone on communications. This includes a focus onhow to develop communications with members,the public and stakeholders, and communicationbetween governors and with their constituents. Asecond sub-group oversees the PPI strategy,including exploring new ways to seek patient andpublic views and guiding the development ofdivisional and trust-wide opinion panels. The othersub-groups focus on working methods, engagingyoung people, the trust’s travel plan and ‘morethan a hospital’ – including fundraising, work withthe local strategic partnership and developingother community links.”

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Role of staff and stakeholder governors

While the case studies above demonstrate theprogress made in fleshing out the governor role, it isincreasingly recognised that attention has primarilyfocused on the new cohort of public and patientgovernors. Developing the role of staff governors andeffectively engaging appointed governors is now risingup the agenda of many trusts.

The ability to give partner organisations a real stake infoundation trusts through their appointment asgovernors was welcomed at the outset by manyaspirant trusts. However, experience of how this hasworked in practice is mixed. While a number of trustsreport improved relationships and greater partnershipworking as a result, there is a growing sense thatappointed governors have often not participated in theway that foundation trusts envisaged at the outset.

Work is underway in a number of trusts to understandthe obstacles to greater engagement and to developthe relationship. A higher rate of churn amongstappointed governors is one problem that has beenidentified, and some trusts are considering developingrolling induction programmes for appointed governorsas a result. Others recognise that more needs to bedone to develop a shared understanding about thepurpose of the appointed governor role, how theyrelate to elected governors, and how they can mosteffectively contribute to the governance of the trust.

Supporting staff governorsand clarifying their role isalso seen to be a challenge.There is emerging evidencefrom some trusts of staffgovernors being used as theconduit to enable staffviews to be heard at boardlevel. Others are trying toraise their profile throughthe staff magazine and byholding drop in sessions.However, many agree thatfurther work is needed toconnect staff governorswith their constituents andto demonstrate that FTstatus heralds a new rolefor staff in the governanceof the organisation.3

The relationship between the boardsof governors and directors Getting the relationship right between the board ofdirectors and board of governors is clearly one of thekey challenges of the foundation trust model. But it isnot an easy task, not least when governors are findingtheir feet and boards of directors are themselvesgrowing into new corporate entities responsible for aself-governing organisation.

Through governor induction, development days andongoing dialogue, first wave trusts are working hard toensure clarity in respective roles - with boards ofgovernors focusing outwards to represent stakeholderviews in the strategic governance of the trust, andboards of directors responsible for the effectiverunning of the business.

Clarifying the different role of governors and non-executives in the new arrangements has also beenimportant, with governors becoming guardians of thecommunity interest and non-executives required totake full responsibility, as corporate board members,for the function and success of the organisation.

A variety of approaches has been taken toestablishing two-way communications between theboards. In some foundation trusts, executive directorsautomatically attend governors meetings, while othersattend only by appointment. Equally, while sometrusts allow governors to attend board of directorsmeetings, others keep some or all of their directorsmeetings closed.

Whatever model is adopted, the challenge clearly is tostrive to ensure governors and directors have a sharedunderstanding about the interface between theboards, with transparency and openness about howdecisions are made.

Where two bodies are developing and defining theirrole, there are likely to be tensions as remits areestablished. This has been true in foundation trusts asthey define where the boundary lies between strategicand operational matters and agree what degree ofindependence governors should have from theirdirector boards. Providing an opportunity for governorsand corporate board members to meet informally on aregular basis, as well as formal board to boardmeetings, is something that a number of trusts havefound useful in managing these tensions and buildingthe relationship over time.

In the light of the challenge of making this relationshipwork, the role of chair is clearly pivotal. While somecommentators have queried whether the chair of theboard of directors should also chair the board ofgovernors, first wave trusts are clear that a commonchair is essential to unite the constituent parts of thenew governance model during this first phase of its development.

3 A number of professional bodies have set up forums tosupport members that have become staff governors. Thisincludes the Nurse Directors Association (www.nda-uk.org)and the Royal College of Midwives and Chartered Society ofPhysiotherapy (contact [email protected] forfurther information).

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Foundation Trust

“Establishing the board of governors was themost important governance challenge inbecoming a foundation trust. Without carefulleadership and management, the ‘two board’structure could have lost focus and the roles andresponsibilities would have collided.

Our approach was to:

• Be clear from the outset that the role of the board of governors was strategic andoutward facing

• Provide a focus for the energies of newlyappointed governors, particularly through a leadership role in chairing member focus groups

• Be open and accountable. We found thatformal governors meetings contained a lot ofbusiness and that often the more detailedquestions on specific issues could not be fullyaddressed. Non-executive and executivedirectors hosted seminars on issues ofinterest to governors such as PFI, infectioncontrol and governance, to support theirunderstanding of key issues and to provideopportunities for engagement and effectivescrutiny. At these events it was possible todemonstrate the difference in the two roles,with NEDs discussing their role in chairingtrust committees and providing assurance onaspects of business function, and governorscontributing the views of constituents andcommunities in the strategic implications ofthe issues discussed.

• Provide support through a structured andexternally led development programme thatfocused on developing a shared understandingof the role of governors through case studywork and a training needs analysis thatidentified required skill developmentopportunities for governors on an individualand collective basis.”


“The governing council receives copies of theagenda and minutes of the board of directors’public meetings, providing them with anopportunity to discuss and comment on all issuesdebated by the board. The board of directorsreceives regular feedback from the governingcouncil and takes account of governor’s views onissues such as the future business planningprocess. Links with the board of directors arebeing developed by invitation to governingcouncil meetings to discuss specific subjects orpolicy issues with governors.”

Guy's & St Thomas' NHS Foundation Trust

“During the establishment phase, much thoughtand effort went into building relationshipsbetween directors and governors in a way thathelped them each to explore and clearlyunderstand their respective roles. Everyopportunity was taken in the preparation ofwritten material, presentations and induction tocommunicate a clear message about thecomplimentary and collaborative relationship theboard of directors sought with the members’council. Most members of the board attend allmeetings of the members’ council and we buildopportunities for informal contact between theboard and the council into pre and post-meetingprogrammes.”


“In Stockport there is a good sense ofpartnership between the board of directors andboard of governors with growing clarity over rolesand responsibilities. This has been achievedthrough induction events to which both the boardof governors and board of directors were invitedand have been followed through by our workingmethods subgroup where governors are fleshingout what their role will be in practice in relation tostrategy, audit and the appointment of directors.Training events have included members of bothboards. There is also regular attendance by nonexecutive directors and executive directors atmeetings of the board of governors andgovernors also have an invitation to attendmeetings of the board of directors.

In addition, at their meetings the board ofgovernors receive, through the chief executive, a report from the board of directors on thestrategic and operational issues affecting thetrust. In a similar way, each meeting of the boardof directors receives a report following thequarterly meetings of our board of governors.”

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Training and support Establishing an effective induction programme forgovernors and an ongoing schedule of training isrecognised as a vital way of supporting governors asthey develop their roles and establish their priorities.

Given the enormous diversity of governors and theirdifferent backgrounds and expertise, a number oftrusts are conducting a one-to-one training needsanalysis and enabling governors to tailor their ownprogramme, as well as providing regular opportunitiesfor the governors to come together and develop theirknowledge and skills. Governors are increasinglydriving these training programmes by identifying topicswhere they want further information and support.

Trusts holding regular training events have found thatthey are also an important opportunity to reflect ongovernors’ evolving responsibilities and to developgreater clarity and consensus about their role.


“Following the first council of governors meeting,Royal Devon and Exeter organised a one dayevent with their governors to explore their rolesand responsibilities and to agree plans for futuredevelopment days. The four subsequent trainingdays have been spread over a 12 month periodand have included the structure and organisationof the NHS and of the trust, a session from eachdirector on their roles and responsibilities, andmanaging constituency meetings. Other topicshave been introduced at the request ofgovernors, such as the role of the chair,governance and links with the PPI Forum. Thesedays have also been helpful in providing a regularforum to discuss and reflect on the governors’evolving role.”


Foundation Trust

“We appointed the Office for Public Management(OPM) to design a programme for the support,induction, training and on-going development ofgovernors. Individual interviews resulted indefining a set of desirable competencies. Weresponded by designing a complementaryprogramme to run over 12 months, wheregovernors can pick and choose what they require.

This includes:

• Blitz on basics – overview of the trust, NHS,finances and the annual plan

• Development of the governor’s role

• NHS financial regime

• NHS policy, planning and strategy

• Clinical governance

• Performance management

• Regulation

• Research and training

• New hospital

• Clinical seminars.”


“Governors have undergone an extensiveinduction programme, ranging from readingmaterial to hospital tours and a half-day workshopto aid communication between themselves, themembership and staff at the hospital. We haveintroduced a quarterly programme ofawareness/training on key issues. Support tothese initiatives is provided by the chairman, thesecretary to the board and the governors office.”


“We have organised induction days for governorswhich have been well attended. The events wereexternally facilitated and included sessions on theNHS environment, the future strategy for thetrust and membership development. We havealso organised training events, including:

• a hospital tour

• an introduction to the NHS

• an introduction to strategy and finance

• understanding the media

• clinical services, risk management and patientand public involvement

• medical terms.”

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Emerging issuesFoundation trusts were given little elaboration on thegovernor’s role beyond the terms of the Act. Thisfreedom has been a source of strength, enablingcollaboration with governors to devise innovative waysof engaging them in the trust’s governance.

But it has also been a source of real tension asfoundation trusts have grappled with the ambiguities inthe wider governance arrangements and struggled todevelop a shared understanding of the role.

The lack of clarity and divergence of views about theirrole amongst governors, as well as between governorsand board of directors, has undoubtedly caused realfrustration for many governors who have come to theposition with high expectations and a commitment tomake a difference. This is borne out in a straw poll of40 governors at a King’s Fund event earlier this year.While 48% of governors present felt there was a clearunderstanding about their role in their foundation trust,52% either said there was not or were not sure.4

These case studies demonstrate that while it is stillearly days, real progress is being made as trustsdevelop different ways of working with their newboards of governors. No one set of arrangements isright – one size will never fit all given the enormousdiversity of foundation trusts. The challenge for eachorganisation is to enable governors and boards ofdirectors to work effectively together to find locallyappropriate solutions and shared agreement on theirrespective roles.

However, amidst this diversity it is possible to discernsome of the ingredients of success. Trusts that haveestablished the most positive relationships haveworked collaboratively with governors and developedstructured mechanisms for their involvement toharness their energies, enthusiasm and expertise. Theyhave worked hard to open up a dialogue betweengovernors and members to bring the governor’s role ascommunity representative to life. Their boards ofdirectors have demonstrated that they are carefully

listening to governors’ views, providing tangibleevidence to governors that their efforts are making an impact.

Foundation trusts recognise the need for ongoinginvestment in the governor role to ensure individualshave the support and information they need to do theirjob well. Effective induction and training programmesin each trust will remain essential. Active discussionsare also now taking place about the possibility ofsetting up a national forum and network for governorsto support them in developing their role, and manygovernors would clearly welcome this. While theFoundation Trust Network believes it is not appropriatefor us to host such a forum given our accountabilitiesto FT boards of directors, we are committed toworking with any emerging arrangements that supportthe development of foundation trusts.

4 Richard Lewis, Governing Foundation Trusts: a new era forpublic accountability, King’s Fund, May 2005

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The role of the company secretary The 2003 Act places no requirements on foundationtrusts to appoint a company secretary, and this is nota position that has traditionally been a part of theexecutive team of NHS trusts. However, the newcontext within which public benefit corporationsoperate, and the additional governance andcompliance requirements linked to foundation status,are leading many trusts to consider the potentialbenefits of the role.

The Department of Health guidance on foundation trustwider governance suggests that the role of thecompany secretary might be to:

• ensure the foundation trust complies with relevantlegislation and the terms of authorisation issued bythe regulator

• establish and review procedures for the soundgovernance of the trust

• advise both the board of directors and board ofgovernors on developments in governance issues

• ensure meetings of the executive board, board ofgovernors, and any committees are run efficientlyand effectively, that they are properly recorded andthat directors and governors receive appropriatesupport and guidance.5

In developing the company secretary role, foundationtrusts can look to the private sector and learn fromtheir experience of the position and its contribution toupholding high standards of governance. But themodel of social ownership on which foundation trustsare based also suggests that much can be learnt fromthe way the company secretary position has developedin the mutual sector.

The two contributions below – from the Institute ofChartered Secretaries and Administrators (ICSA) andMutuo – outline these different perspectives on therole of the company secretary and what the keyresponsibilities of the post holder should be.

Perspectives on the role of the

company secretary

Giles Peel, Policy and Development Director,

Institute for Chartered Secretaries and

Administrators (ICSA)

“Foundation trust status brings with it a numberof challenges. The concept of a public benefitcorporation is new and, as yet, untested in law.This in turn leads to an absence of case law,which in the situation of a company wouldprovide for much of the precedent for goodpractice. The structure of the foundation trust iswhat makes it unique and the uncertainty of thisnew method of operating provides for much ofthe current debate on what is best practice.

It must also be remembered that the foundationtrust sits within the wider context of the NHS andwe can already see a mixture of influences atwork. NHS trusts and primary care trusts areevolving all the time and the concept of the needfor a company secretary is becoming as strong inthese areas as it is in the foundation trusts.Meanwhile the influence of corporate governancefrom the commercial sector is increasing all thetime and much of this will have a direct impact onthe evolution of the foundation trust.

What should the company secretary deliver?

The primary output of the company secretary is tointroduce a competent structure for organisationand administration, with the aim of reducingcomplexity. A professional company secretary willdeliver this at the highest level in the foundationtrust and enable good governance to be cascadeddown through the organisation. This includes themanagement of risk and responsibility with astrong emphasis on appropriate delegation.

The company secretary is, in every sense, theconscience of the trust, sitting alongside butseparate from the board. The post should reportto the chief executive at minimum and ideally tothe chair. This independence of judgement iscrucial, and the company secretary must equatein seniority terms with the executive directorswith which he or she must interact.

The role brings accounting and legal clarity to theboard and is the first port of call for advice on allissues affecting the board. A good companysecretary can also manage stakeholder relationsand the communications process, a vitalnecessity in the modern world and one which, ifdone badly, can have a disastrous effect oncorporate image.

5 NHS Foundation Trusts: A guide to developing governancearrangements, Department of Health, September 2004; Seealso the model job description developed by the Institute ofChartered Secretaries and Administrators atwww.icsa.org.uk.

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A company secretary is qualified to deliverinduction and training of directors and to managethe dialogue between the executive board andgovernors. All aspects of the conduct ofmeetings, agendas, procedures, voting and therecording of decisions are all within the companysecretary’s remit. The company secretary is thepivot around which the senior direction of thefoundation trust will turn. This is especially true ofthe foundation trust’s relationship with theregulator, Monitor. In all other sectors, thecompany secretary plays a vital role in therelationship with the regulator, and the same willbecome true in the foundation trust arena.

In the future, the FT network will expand and thedialogue between company secretaries willdevelop. An individual holding a professionalqualification that enables them to undertake thisrole will also be able to converse easily withother company secretaries in other sectors, aswell as relying on the support of theirprofessional body. This will enable foundationtrusts to understand the latest thinking incorporate governance and to apply it in theirparticular circumstances. The consequences of afoundation trust failing are too serious tocontemplate. These organisations have a criticalrole to play in society. They have reputations tomanage, and they interact with a wide variety ofstakeholders. They are complex organisationswhich need to be run in business terms todeliver a medical output. A good companysecretary should be at the heart of the process.”

Peter Hunt, Director, Mutuo

“The fundamental role of the company secretaryin incorporated organisations will be similar,regardless of the legal form adopted by thatbody. Their basic obligations and duties will notreally change. However, the particular types ofgovernance arrangements found in mutualorganisations have led to the development of ahybrid role for the secretary in a mutual.

This is due in the main to the existence ofdemocratic structures within the organisation,which require a certain degree of finesse in theirmanagement. The level of political skills requiredis that much greater than in a traditional companygiven the transparency and complexity of thevarious stakeholder relationships which areconstitutionally based in a mutual.

The secretary is a key, and often pivotal, player ina mutual. In many successful mutuals, atriumvirate of chair, chief executive and secretarywork closely together, with the secretaryproviding particular political support for the chairand intelligence for the chief executive.

In effect, the secretary is the political ‘eyes andears’ for the chair and CEO. They will typically be

the senior manager responsible for operating theconstitution and will be expected to have an in-depth understanding of what is really happeningat all levels of the organisation’s structure. Thismeans that they will require very specific skillsand abilities:

• diplomacy – they need to be trusted by theboard and governors alike

• politically astute – able to see and understanda range of motivations

• articulate – advocates of the organisation’sinterests

In this role, they will face specific challenges inaddition to those faced by all companysecretaries and will:

• need to appreciate and manage conflictinginterests, often publicly

• be skilled in dispute resolution and mediation

• hold the chair and chief executive (andtherefore the trust) together.

Thus in an NHS foundation trust, the secretarywill need to develop these skills if they do notalready possess them. Unfortunately there is noready supply of such qualified people and mosttrusts will need to grow their own. Ultimately, thesuccessful secretary will be an established andtrusted lynch-pin for different stakeholders.”

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Amongst the first wave foundation trusts, anenormous variety of different approaches to thecompany secretary position have been adopted. Sometrusts have appointed individuals to take on the role ona full-time basis. More commonly, staff have beengiven company secretary responsibilities in addition totheir existing role as Head of Corporate Affairs or Headof Communications. The seniority of the role andreporting arrangements are similarly diverse. Twoexamples of these different approaches are set out below.

Kate Diggory, Foundation Trust Secretary

Countess of Chester Hospital NHS

Foundation Trust

“I was appointed as foundation trust secretary ofthe Countess of Chester foundation trust in March 2005 following a reorganisation within theexecutive office. My job description sets out myresponsibility to ‘oversee and co-ordinate thecorporate governance framework within the trust,ensuring in particular that the council of membersand board of directors operate effectively, inaccordance with applicable regulations and thehighest professional standards’.

I had no previous NHS experience having comefrom the corporate world where I had heldpositions as deputy company secretary of a FTSEmid 250 as well as secretary of a private limitedcompany. I have a law degree and was admittedas a fellow of the ICSA in 1980. I work 16 hoursper week in this role working alongside a fulltime board secretary who provides alladministrative support to the board of directorsand the council of members.

I faced a steep learning curve joining the trustjust as it moved into its first annual compliancereporting cycle whilst also battling thecomplexities of a completely new animal - thefoundation trust! I was appointed, I believe,because I could bring to the role my experienceof compliance and working within a regulatoryframework together with the ability to work withthe trust’s stakeholders. The role is evolving asthe weeks go by but initially I have been verymuch involved in working with the council ofmembers and their various sub committees toadvise and assist in the implementation of policyand strategy whilst also ensuring that compliancewithin the constitutional and regulatoryframework is maintained. Additionally, myexperience of running a shareholder databaseand preparing for annual general meetings isbeing used in an overhaul of the trust’s in-housemembership database and the preparation forforthcoming elections.

It has been challenging to get to grips with therequirements of the role when there is littleprecedent to follow. Contact with, and supportfrom, other foundation trust secretaries and

membership managers has been invaluable.Reporting to the chief executive, I work closelywith both the chief executive and chairman but currently do not have a close involvement in terms of compliance and governance for the board of directors, although this may well be reviewed.”

Alan Lambourne, Foundation Trust Secretary

Derby Hospitals NHS Foundation Trust

”An Associate Member of the Institute ofChartered Secretaries and Administrators sinceApril 1993, I have held the office of companysecretary in several organisations, both withinindustry and financial services. I was alsofortunate to hold the position of trust secretary ofan acute trust in Lincolnshire between 1994 and1999, which provided me with a useful initialinsight into the NHS.

In November 2004, I was appointed asfoundation trust secretary of the Derby HospitalsNHS Foundation Trust. The position is full time,and encompasses not only responsibilities forthe administration of the trust board and itscommittees and corporategovernance/compliance, but also secretary tothe members’ council, and all aspects of thetrust’s membership. I work very closely with thechair and chief executive and other directors ofthe trust.

Speaking with others in similar roles, it is evidentthat there are certain core functions for which atrust secretary is responsible, although differenttrusts often incorporate other responsibilities,reflecting local organisational needs.

At Derby the secretariat function is small,comprising myself as trust secretary, amembership manager and one (part time)clerical/secretarial support.

In terms of responsibilities, the administration ofall aspects of the trust board and the members’council takes up a large proportion of day to dayoperations, with the remainder involving issuesof risk, the assurance framework and generalcompliance. There have also been variousactivities which have arisen during the course ofthe past seven months, including the recruitmentof new non-executive directors, members’council elections, and preparation for theforthcoming annual members meeting inSeptember this year to mention just a few.

As already evidenced, the role will continue todevelop, and will be challenging as we move intoour second year as a foundation trust.”

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Emerging issues

Given the diversity of foundation trusts, it is notsurprising that no single model for the companysecretary position has emerged. However, with manyFTs rivalling FTSE 250 companies in size andcomplexity, there is an increasing recognition of therole’s importance and the need to recruit appropriatelyskilled people to the position, either through externalappointment, or by growing existing talent withinfoundation trusts themselves.

While the role of the company secretary is a new onewithin foundation trusts, a number of issues arealready clear from the experience of the first wave.

Firstly, that irrespective of the decisions organisationshave made about where the role sits, a particularlycrucial task of the foundation trust company secretaryis to act as the lynch-pin that brings together thediscussions of the boards, their sub-committees andthe trust’s dialogue with members in order to aligndecision making and ensure coherence between theconstituent parts of the governance model.

Secondly, that while there is much to be learnt fromthe operation of company secretaries in both theprivate and mutual sectors, there are doubts about theappropriateness of adopting these models wholesale.Foundation trusts, as entirely new legal entities, willhave to establish their own model for the role, buildingon existing good practice in corporate governance inthe NHS, mutual and private sectors whilst reflectingon the specific challenges public benefit corporationstatus presents.

A final theme to emerge is that taking the role ofcompany secretary seriously may require more thandevising a job description and finding a suitablecandidate. Rather, it may be an opportunity to reflecton the existing roles and responsibilities of the entirecorporate board and whether they need to bereshaped or clarified to strengthen the overallgovernance of the foundation trust.

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Conductinggovernor electionsEstablishing a board of governors elected by membersis an essential part of the preparation for authorisationas a foundation trust. But how have governor electionsbeen run in practice?

The Health and Social Act requires each foundationtrust constitution to make provisions on the conduct ofgovernor elections and requires that any contestedelections must be by secret ballot. The Act alsoenables regulations to be made on the key elementsof the process, such as the nomination of candidates,the systems and methods of voting, electionsupervision and expenses.

In the absence of these regulations, applicant trustshave drawn on a set of ‘model election rules’ issuedby the Department of Health which have beenincorporated into many trust constitutions. The modelrules include a proposed minimum timetable for thekey stages in the election process, and therequirement that there must be independent scrutinyof the elections as overseen by a returning officer.

While working within these parameters, applicanttrusts have made different decisions about the conductof their elections. Given a choice of voting system, 19of the authorised foundation trusts opted for singletransferable vote, while 13 chose first past the post. Toperform the role of independent scrutineer, a majorityof organisations have used Electoral Reform Services,but one trust has used an external consultancy and twohave used their local authority to carry out the role.

The Electoral Reform Services perspective on the roleof independent scrutiny is set out below, along withthree case studies to illustrate the different approachestrusts have taken to their election process.-

The role of independent scrutiny: a view from

the Electoral Reform Services

“Electoral Reform Services (ERS) is the UK’sleading independent scrutineer of balloting andelections. The foundation trusts we have workedwith incorporated the Department of Health’smodel rules into their constitution and thisdocument has therefore formed the basis of theelection scheme for the governor elections. Todate, ERS has handled the board of governorelections for 29 of the 32 established Foundation Trusts.

The duties of the returning officer are extensiveand the model rules are very prescriptiveregarding the obligations this role entails. Theresponsibilities involved include:

• Overseeing the publication of the notice ofelection

• Issue of nomination formsOn receiving approval to proceed with theirapplication from the Secretary of State, trustsneed to invite nominations from their existingmembers. Trusts, when writing to theirmembers to inform them of this stage, caneither enclose a nomination form, or ask themto contact the returning officer who willdespatch a form on request.

• Receipt of nominationsThe rules do not refer to nominees supplyingan election statement, which in our experienceshould be incorporated to adhere to bestelectoral practice. Candidates are invited toprovide a summary of why they feel theyshould be elected; on average this summary isbetween 100 – 200 words. Some trusts alsoallow the statement to be accompanied by apassport sized photograph in order to easilyidentify the nominee.

• Validation of nominations in accordance withthe rules

• Statement of candidates At the close of nominations, the returningofficer must issue a report of all validcandidates. This is publicised throughout thehospital as well as being sent to each nominee.Once the report is issued, candidates have 48hours to withdraw their nomination.

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• Uncontested report/notice of poll

• Despatch of ballot materialIn accordance with the model rules, theelection must be conducted as a secret ballot.However, the rules also outline that a signeddeclaration of identity must be completed andreturned with each ballot paper in order for itto be valid. In order to comply with both ofthese, each ballot pack we issue contains twoenvelopes. Once the ballot paper is filled in, itis placed in the first envelope (envelope A) andsealed. The declaration is then signed and,along with envelope A, placed in the secondenvelope (envelope B).

• Issuing of duplicates in accordance with theprocedures as defined in the constitution

• Receipt and validation of ballot packsOn receipt, envelope B is opened and, ifcompleted correctly, the declaration isremoved. Envelope A is then opened and theballot paper removed. By following thisprocedure the ballot remains secret whilst stillfulfilling the required criteria.

• Count of ballot papers in accordance with the voting method outlined in the trust’sconstitution.

• Report

All of this must be done within a set time framewhich is also laid out in the model rules.”

Frimley Park Hospital NHS Foundation Trust

“Frimley Park Hospital NHS Foundation Trust waspart of Wave 1A, with authorisation given on 1April 2005. We appointed Electoral ReformServices as the independent scrutineer for ourgovernor elections.

For our election, membership was divided intothree constituencies:

• patient/carer – individuals living outside thecatchment area who have used the service inthe last 5 years

• staff – further sub-divided into five categories(classes) according to directorates

• public – further sub-divided into six categoriesaccording to local authority boundaries andhospital admission rates for those areas

The total number of available seats was 26: twopatient/carer, five staff and 19 public.

In order to avoid the possibility of all governorsbeing replaced in three years, we implemented asystem of rolling elections with the terms ofoffice split into either two or three years. Wherepossible, terms of office were allocated accordingto a candidate’s position in the elections, so thehighest polling candidate was elected for threeyears, and the second highest elected for two

years. However, as the staff seats were singleseats, we requested that ERS draw lots in orderto find out how terms of office were staggeredfor these five class positions.

A nomination pack was sent to every memberconsisting of a nomination form, a bookletcontaining the governors ‘code of conduct’, Nolanprinciples, NHS core principles and governorsexclusion and disqualification criteria, a returnenvelope, and an explanatory letter. Thenomination form invited candidates to submit astructured statement, focusing on why theywanted to carry out the role, what skills theywould bring to it and their relationship with the trust.

The total number of words was not to exceed150. Nominees were also invited to submit aphotograph which was circulated with theelection material. In accordance with the modelrules, each candidate was required to declarewhether they were a member of a political partyand whether they had any financial (or other)interest in the trust. We also requested thatcandidates declared any affiliation to health andsocial care related campaigning or special interestgroups. Finally, candidates were obliged to sign adeclaration, again in accordance with the modelrules, that their candidacy was to the best oftheir knowledge valid.

As a result of the nomination mailing, a total of127 valid nominations were received; all but oneconstituency required elections and no vacancieswere left unfilled.

A ballot pack relevant to each constituency wassent to all members in the contestedconstituencies. The pack consisted of:

• a ballot paper

• a booklet containing election statements and photographs

• an explanatory letter

• a declaration of identity

• an ‘inner’ envelope (for completed declarationof identity)

• a reply paid envelope

These packs were sent to a total of 5,641members. The election ran for just under threeweeks with an overall turnout of 48% - thehighest of all Wave 1As.”

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Foundation Trust

“University Hospital Birmingham NHSFoundation Trust contacted each member byletter, inviting them to consider standing as agovernor in the appropriate categories. Nearly 80people put themselves forward to be governorsand contested elections were held for 24governor seats.

Thirty two patients were nominated for the sixpatient seats and contested elections were heldin all but one of the public seats. Each memberof the foundation trust was eligible to vote forcandidates in their constituency. In the case ofpatients, each person who stood needed to benominated by another person from that category.In the case of the public constituents, eachperson who wished to stand needed to benominated by another public member from thatconstituency group.

Those who stood were able to spend up to £100on election expenses. Each candidate nominationwas supported by a 200 word election address.We edited and printed these and sent them outto the appropriate electorate as those who stoodwere unable to have a list of the electorate dueto Data Protection Act restrictions.

We employ an outside company to maintain andmanage our membership database, and giventheir experience of dealing with PLCs andshareholder mailings, we decided to use them tooversee the election process.”

South Tyneside NHS Foundation Trust

“South Tyneside NHS Foundation Trust was partof Wave 1A, authorised on 1 January 2005. Forour governor elections, we used our localauthority electoral office, demonstrating ourcommitment to local partnership working.

For the purpose of the election, the membershipwas divided into two constituencies with a totalof 16 elected governors:

• Public – subdivided into a further six classesbased around ward boundaries and localauthority Community Area Forums, each withtwo governor representatives;

• Staff – sub divided into two groups: clinicaland non-clinical staff, both having two governorrepresentatives.

South Tyneside adhered to the model electionrules issued by the Department of Health. Inaddition, attendance at a governor awarenesssession was mandatory for prospectivenominees if nominations were to be valid. Almost100 people attended the awareness sessions.

The electoral office handled the whole process,from agreeing timescales and deadlines, to thedrafting and printing of all election material. Theyalso provided an invaluable service in validatingpublic registers and providing a personal serviceto nominees, checking nomination forms werecorrectly completed and valid at the point ofsubmission.

In total, 51 nominations were received and allconstituencies held an election. Turnout out atthe elections was excellent with an averageturnout amongst public members of 59% and34% of staff.”

Following the first set of governor elections, a numberof trusts have analysed the results to look at theprofile of members voting and to understand whysome chose not to vote. This information has beenused to inform the conduct of future elections and toboost voter turnout.

Liverpool Women’s NHS Foundation Trust

“Following its first membership council election,Liverpool Women’s NHS Foundation Trust waskeen to assess the attitudes of its publicmembership towards its democratic processes.We commissioned a sample survey of currentmembers designed to inform the trust’s strategyfor engaging its membership in the future.

The research provided valuable information onhow to encourage more members to participatein future elections. They included the need toraise awareness of the election process, to givepeople enough time to vote, quick feedback anda clear exposition of the views of candidates. Ona positive note, the research concluded that farfrom being apathetic and disinterested, theoverwhelming proportion of members would bekeen to participate given the implementation ofsome straightforward practical measures.”

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Emerging issues A number of emerging themes can be discerned fromthe elections conducted by first wave trusts.

For the first 20 foundation trusts to be authorised,over 185,000 people were members at the time ofthe elections for the boards of governors, and theoverall turnout at the elections was 36% – a figurethat compares well with voting rates in localelections, particularly when you consider thenewness of foundation trusts and the efforts theyhave had to expend to establish their profile in thelocal community.

However, moving beyond the headline figures doesreveal significant variations, with a highest overallturnout of 67% and a lowest of 11% for the firstcohort of 20 trusts. Analysing the turnout figures byconstituency also reveals a similarly diverse picture:

• 53% for the overall public constituency turnout[70% highest/31% lowest]

• 27% for the overall patient constituency turnout[85% highest/16% lowest]

• 26% for the overall staff constituency turnout [64% highest/16% lowest]6

The ability of the Royal Marsden to achieve the highestturnout (67%) with the smallest number of members(1,122) underlines the points already made about theneed to balance a focus on breadth of membershipwith the importance of fostering genuine membershipengagement. As Richard Lewis points out in a recentKing’s Fund paper, “arguably, a small but highly activemembership is just as capable of articulating patient,staff and public views to influence the management offoundation trusts.”7

The significantly lower staff turnout compared to thegeneral public also underlines points already madeabout the need to actively engage staff and todemonstrate the practical ways in which the newwider governance arrangements can give them agreater say. This is particularly important where trustshave pursued an opt-out policy for staff. Analysis ofthe first 20 foundation trusts by the Nuffield Trustfound, predictably, that while “the opt-in modelproduced small memberships but a relatively high rateof participation in the elections (in the range of 40%to 70%), the opt-out model produced largememberships but lower rates of participation (in therange of 16% to 60% with most of them at the lowerend of the distribution).”8

Voter turnout is likely to remain a key litmus test ofwhether members feel engaged in their foundationtrust. Future voting trends will be closely tracked forevidence of whether trusts are succeeding insustaining and increasing member interest andinvolvement in their work. Ensuring the electoral

process is managed effectively and learning fromvoters about how it could be improved will remain avital part of the process of building relationships withmembers over time.

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6 NHS Foundation Trusts: Report on Elections andMembership, Monitor, August 2004, February 2005 and May 2005

7 Richard Lewis, Governing Foundation Trusts: A new era forpublic accountability, King's Fund, May 2005, p5.

8 Patricia Day and Rudolf Klein, Governance of FoundationTrusts: Dilemmas of diversity, The Nuffield Trust, June 2005, p16

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what Monitor will be looking for

Members andgovernors

We have a clear idea of what a successful NHSfoundation trust will look like. It will:

• deliver high quality healthcare, meeting andexceeding national health targets and standards

• be financially stable, beginning to generatesurpluses and borrow to invest in improved patientservices

• be actively engaged with its community through itsmembers and governors.

In establishing strong relations with governors andmembers Monitor’s view is that, in the short term,close regulatory direction is not likely to result insuccess.

It is undoubtedly an important area; that is whymembership is the only governance area where we donot rely on FTs to self-certify. But we recognise thatthese aspects of governance are new and that we areall still learning about how accountability to membersand governors can be made to work most effectively.We have therefore shaped our regulatory approach inthis initial phase in a relatively light fashion.

We ask for an annual membership report detailingplans for the future and expected growth inmembership numbers. We are scrutinising thesereports to assess whether the requirement to continueto take steps to achieve representative membership ismet. FTs will need to demonstrate that theyunderstand the social and demographic profile of theirconstituencies and membership, and that themembership strategy reflects this profile.

We will not be making judgements as to the pros andcons of membership strategies because we do nothave a fixed view as to what the “right” membershipstrategy is. Indeed we are entirely comfortable withthe rationale that membership strategies should bedifferent between different organisations. Somefoundation trusts will want to set stretching targets formembership growth, in others it will be appropriate tofocus on high quality engagement with a smaller groupof members.

Likewise we are watching with interest how the roleof governors develops and how FTs respond to thisnew form of accountability.

Over time we will undoubtedly develop firm views onhow best to develop strong and effective relationshipswith members and governors, and that may allow usto start benchmarking the performance of individualFTs, if we felt it appropriate to do so.

For the present our focus is on encouragingdevelopment of best practice, which is why wewelcome this publication and will continue to workwith the FT Network in this area.

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Stephen Hay, Chief Operating Officer

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helpingfoundation trusts

How wider governance is

Foundation trusts are organisations in transition. Butthe case studies in this guide provide real evidencethat their wider governance arrangements, initiallydismissed as an afterthought, are becoming an integraland vital part of the foundation trust model.

Whilst recognising that there is much more work to bedone, many first wave foundation trusts are clearabout the emerging benefits of their wider governancemodel, as well as the potential for it to deliver furtherimprovements over the longer term. This includes:

• enhanced transparency and openness in the waythe trust is governed and how it communicates withthe local community

• the board of governors as a forum for fresh ideasand innovation through bringing an outside, layperspective to the work of the trust

• a register of individuals who are interested in thetrust and can be consulted on existing services andnew initiatives to ensure they are more responsiveto patient needs

• a means of raising awareness amongst the localcommunity about the benefits and implications ofservice change

• a new set of ambassadors for the trust in the widercommunity, to promote the trust’s services andfeed back community views

• improved health literacy by informing members andgovernors about health issues and enabling them toeducate friends and relatives

• increased understanding and greater partnershipworking with stakeholder organisations


“We have gained a membership committed to thework of the QVH and who understand that it is acommunity and a specialist hospital. It has given afeel of the wider community being involved in ourwork. It has given us the chance to explain moreabout the work our staff do and to increaseunderstanding of the NHS. Finally, it has alsoprovided us with the advantage of 13,000committed supporters and vocal ambassadors.”


“We believe that the board of governors andwider membership support the meaningfulinvolvement of local people, patients and our keypartners in influencing our priority setting,planning and decision making. This widergovernance model has been used:

• to raise the awareness of our membership andlocal community about the implications ofservice change, including seeking views onplans for a new cardiology and surgical unit forwhich building has now commenced

• as a source of active support for volunteersand patient and public involvement initiatives

• to engage local people in our plans to be‘more than a hospital’, i.e. investing in our localcommunities of Stockport and the High Peak

• to raise awareness of the choice initiative andto encourage local people to support theirlocal hospital

• to encourage governors and members toinfluence clinical networks.”

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Foundation Trust

“Membership brings enormous value to thefoundation trust. The membership:

• is a register of individuals who are interestedin the Trust and are therefore generally willingto be consulted on numerous issues

• provides the Trust with a ready resource forpublic and patient consultation exercises(although not an exclusive one)

• elect from their own number governors whoprovide the Trust with an outside, layperspective on issues of broad strategy andplanning – providing a forum for fresh ideasand innovation

• adds value to the public image of the Trust –informing members about important topics aswell as dispelling myths empowers them toeducate friends and relatives about healthrelated subjects and issues

• enhances the transparency of the Trust

• promotes the concept of the Trust as a ‘good neighbour.’”



“The members’ council is adding real value to thefoundation trust’s governance structure. Amajority are now holding informal meetings everysix weeks as well as meeting regularly withexecutive directors and attending board ofdirectors meetings. They are also keen to linkwith other lay reps in partner NHS and otherorganisations. This, together with the interactionwith appointed governors from local authorities,the PCTs, CVS and local education providers, isleading to increased understanding andknowledge, greater partnership working andpositive and friendly relationships at all levelswithin a large number of local organisations.”

This is clearly only the first staging post in thedevelopment of the foundation trust movement. Butthese early successes mark the beginning of the shiftfrom a centrally managed NHS to one which mustforge new relationships with local stakeholders toimprove services to patients and the quality of life oflocal people.

The Foundation Trust Network is committed to chartingthe challenges and achievements of this journey, andto share emerging learning, not just with thosepreparing for foundation status, but the rest of theNHS. We hope the FTN member case studies in thisguide will be part of this process.

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