Detailed job description and main responsibilities

Detailed job description and main responsibilities:

Governance and Compliance

The Director of Corporate Governance is the lead for the Trust’s corporate governance arrangements. In the execution of this responsibility, they will:  

• Provide independent expert advice and support to the Chair, the Chief Executive, the Deputy Chief Executive and Board of Directors on all matters relating to statutory/legislative compliance and interpretation, reporting on any areas of non-compliance. This will involve giving and receiving information which is highly complex, sensitive and confidential and has major compliance implications for the Trust.
• Monitor the Trust’s governance arrangements, continually and proactively reviewing external developments to ensure compliance with corporate governance best practice.
• Advise the Chair, the Chief Executive and the Deputy Chief Executive in ensuring compliance with external governance frameworks, in particular with NHS Code of Governance, NHS England, and Care Quality Commission (CQC).
• Ensure the Board operates effectively under the Well-Led Framework and is prepared for external reviews.
• Participate in partnership and other networking arrangements that require governance input.
• Guide the Board of Directors in the responsible and effective conduct of its role, providing, where appropriate, a discreet, independent and challenging voice in relation to Board deliberations and decision-making.
• Ensure that in all its dealings, the Board acts fairly, with integrity, and without prejudice or discrimination.
• Contribute to the development of an organisational culture that embodies the Nolan Principles and NHS Values and standards of behaviour.
• Ensure that due diligence is applied to all transactions.
• Ensure Standing Orders are in place, acted upon and reviewed as necessary, and in conjunction with the Chief Financial Officer, ensure Standing Financial Instructions are similarly in place, reviewed and acted upon by the Board of Directors.
• Provide authoritative advice to the Board of Directors and Council of Governors on constitutional matters, ensuring that the Board/Council and its Committees are properly constituted and operate in accordance with their regulatory parameters.
• Undertake horizon scanning on legislative changes that will impact the Trust and ensure that all necessary preparation is undertaken to ensure compliance
• Provide advice on a wide range of legal matters, including (but not restricted to) the Freedom of Information Act, the Human Rights Act, Health & Safety legislation, Information Governance legislation, Data Protection (GDPR), NHS regulatory guidance and legislation on Board liabilities.
• Commission and provide briefings for external legal advice where necessary to ensure the Board acts on good authority.
• Lead on governance communications, ensuring transparency through published board papers, reports, and governance updates.
• Assess the governance implications of papers put to the Board of Directors and Council of Governors.
• Maintain and regularly review the Trust’s Constitution, Standing Orders, and Scheme of Delegation.
• Ensure all registers required by the Constitution or related legislation are established and maintained, and along with any appropriate reports, make sure they are available for public inspection.
• With the Director of Communications, lead the preparation and submission of all statutory annual returns, including the annual report, annual accounts and annual governance statement, adhering to the prescribed timescales.
• Co-ordinate the production of all forward planning documentation, ensuring submission to the relevant regulatory bodies in accordance with the requisite timescales
• Ensure that arrangements are in place for the safe custody and application of the common seal.
• Ensure that appropriate arrangements are in place to ensure the Trust’s framework of policies (clinical and non-clinical) is complete and complies with the Trust’s policy for the production of policies, including the requirement that policies are reviewed regularly and are accessible via the intranet and elsewhere as appropriate
• Ensure effective stakeholder engagement, including patients, Governors, Non-Executive Directors, and system partners.
• Support the Chair, the Chief Executive and the Deputy Chief Executive to ensure effective communication with the Council of Governors.
• Support the Chair, the Chief Executive and the Deputy Chief Executive in ensuring that effective arrangements are in place for the Council of Governors to communicate and engage effectively with members and other key stakeholders.
• Manage legal and constitutionally compliant arrangements for elections to the Council of Governors and the appointment of Stakeholder Governors, managing the process for resignations and replacements between elections.
• Advise the Council of Governors on the discharge of its statutory functions, including the appointment and reappointment Non-Executive Directors and the Trust’s Auditors.
• Collaborate with colleagues to embed good governance practice at all corporate forums and support senior leaders across each CDS to align best practice across divisional and corporate levels
• Oversee the Register of Interests, Gifts & Hospitality, ensuring transparency and compliance with conflict-of-interest policies
• Manage all statutory filings, regulatory reports, and annual disclosures, including the Annual Governance Statement.

The Director of Corporate Governance will facilitate the effective working of the Board of Directors, the Trust Executive, the Council of Governors and related Committees and, in particular, will:  

• Plan and prepare agendas, reports, supporting papers and minutes for the Board, the Council, their Committees and Executive meetings, ensuring they comply with internal Trust policy and external corporate governance best practice.
• Oversee and provide expert advice on the administrative arrangements that support the business of the Board, the Executive, and the Council of Governors, allowing them to function efficiently and effectively.
• Ensure the Council of Governors can effectively represent staff, service users, and the wider community, supporting patient-focused governance.
• Act as the key point of contact between the Trust and external regulators in relation to corporate matters.
• Support the Chair, the Chief Executive and the Deputy Chief Executive in managing the Board of Directors’ interface with both the Trust Executive and the Council of Governors in order to ensure that each is enabled to carry out its role and that positive relationships are maintained in the interests of the Trust as a whole.
• Maintain a calendar of prospective Board and Executive business as part of the Trust’s forward planning processes and annual business cycle.
• Work with the Executive Directors to develop corporate business processes that support the development and delivery of the organisational strategy and work plan while maintaining standards of good governance.
• Manage the flow of business between the Board and the Executive so that the Board remains free to concentrate on its strategic and assurance role, and the Executive can effectively oversee the management of the organisation on the Board’s behalf.
• Support the Executive Directors individually and collectively to discharge their responsibilities to the Board by supporting them in the delivery of their key work outputs.
• Provide governance oversight of Integrated Care System (ICS) partnerships, collaborations, and contractual governance arrangements.

Board and Council development

• Lead on board development, training, and effectiveness reviews, ensuring compliance with the NHS Code of Governance.
• Work with the Chair, the Chief Executive and the Deputy Chief Executive to ensure that arrangements are in place for a comprehensive induction of all Board members and Governors and provide advice and support regarding the discharge of their duties.
• Work with the Chair, the Chief Executive and the Deputy Chief Executive to ensure that appropriate arrangements are in place for the regular evaluation of the effectiveness of the Board of Directors, including the appraisal of Non-Executive Directors.
• In consultation with the Chair, the Chief Executive and the Deputy Chief Executive, ensure that a Board Succession Plan is in place.
• Support the Chair and the Deputy Chief Executive with the recruitment process for Non-Executive Directors.
• Support the Chair, the Chief Executive and the Deputy Chief Executive to ensure that the capability and experience of the Board of Directors and the Executive Team are as required and in accordance with the Fit & Proper Persons Test.
• In conjunction with the Chair and the Deputy Chief Executive, ensure that the performance, effectiveness and membership of Board committees is regularly reviewed and refreshed as appropriate.
• Ensure arrangements are in place to identify the ongoing development needs of Governors and agree appropriate training and development programmes.

 Corporate risk management

• Design, develop, operate and continuously improve the Board Assurance Framework, undertaking regular reviews and updates with lead Executive Directors and preparing reports for the Trust Leadership Team, the Board and Board committees.
• Advise the Board and Executive Team on constitutional, regulatory, and compliance risks.
• To lead the development of the Trust Risk Management Strategy and Policy.
• Oversee compliance with CQC Well-Led inspections, NHS England governance requirements, and external audit recommendations
• Work with internal and external auditors to provide governance assurance and regulatory compliance.

Please see the attached Job Description for the full Detailed job description and main responsibilities.