Job summary
The Group Head of Corporate Governance is responsible for leading the newly established Group Corporate Governance function for the ST George's, Epsom and St Helier University Hospitals and Health Group (GESH) and ensuring the highest standards of corporate governance are developed and embedded across the Group. In this critical and high profile role, the Group Head of Corporate Governance will hold operational leadership of the Group corporate governance framework, including the governance framework of each of the sovereign Trusts within the Group, in line with the Group's operating model, Group strategic objectives, and relevant statutory and regulatory requirements. Working closely with the Group Chief Corporate Affairs Officer as Group Company Secretary, the post holder will provide specialist, professional, high quality corporate governance advice and support, and develop and drive outstanding corporate governance policy and practice across the Group by in line with established NHS governance standards.
Main duties of the job
The Group Head of Corporate Governance will be responsible for ensuring that the Boards of Directors, Board Committees and St George's Council of Governors receive first class secretariat support and governance advice, including the management of the forward plan, timely distribution of papers, the production of high quality minutes and actions. He or she will ensure that meetings of the Board, its Committees and the Council of Governors run effectively, and that proceedings and resolutions are properly recorded. The post holder will also ensure that decisions, mandates and actions are appropriately assigned and communicated. The post holder will lead on ensuring the Group is compliant with relevant statutory and regulatory requirements and will monitor and report on compliance with the Code of Governance for NHS providers, and will draft the Annual Governance Statements for the Trusts. In addition, the Group Head of Governance will be responsible for managing the Group-wide policies framework, working with colleagues to ensure policies are developed on a Group-wide basis and are regularly reviewed, and will ensure compliance across the Group with national guidance on managing conflicts of interest. The postholder will oversee the Freedom of Information process, ensuring compliance with statutory requirements, and undertake internal review requests .
About us
The St George's, Epsom and St Helier University Hospitals and Health Group (GESH) is a recently-formed hospital group, comprising St George's University Hospitals NHS Foundation Trust (SGUH) and Epsom and St Helier University Hospitals NHS Trust (ESTH), which includes Sutton Health and Care Partnership and Surrey Downs Health and Care Partnership. Sharing a single Chairman, Chief Executive and Executive team, the GESH Group is one of the largest healthcare providers in the country, with a combined annual turnover of around £1.7 billion, 16,000 staff, and serving a population of approximately 3.5 million people across South West London, Surrey, Sussex and beyond.
Over the past 18 months, GESH has established a Group Board, a number of Committees-in-Common (for Quality, Finance, People and Remuneration) and a new Group Operating Model, and is in the process of bringing together and harmonising the wider governance frameworks across the two constituent Trusts. The Group-wide Corporate Governance function will support the Group, the Trusts and the Site-based teams with professional corporate governance advice, secretariat support, and corporate compliance on a range of issues. This is an exciting time to join the Group in a critical role as we further develop our governance structures, systems and processes and seek to become an exemplar of good governance within a hospital group.
Job description
Job responsibilities
Corporate governance framework
- Ensure the Group has a clear, well-defined and accessible corporate governance framework, and take an active role in the implementation and communication of the corporate governance framework with staff and stakeholders.
- Ensure the Group, and its constituent Trusts, have in place clear, effective and robust corporate governance arrangements which reflect established best practice, including the Code of Governance for NHS provider organisations, support the established Group Operating Model, and comply with relevant statutory and regulatory requirements following analysis and evaluation of relevant national guidance documents.
- Ensure each Trust within the Group has in place a clear and robust set of Standing Orders, Scheme of Reservation and Delegation of Powers and Standing Financial Instructions that reflect all relevant statutory and regulatory requirements, are aligned across the Group, and which are reviewed on a regular basis.
- Ensure the Boards of Directors, Board Committees and Executive management groups have in place clear and appropriate terms of reference that are reviewed annually.
- Work with Site and Divisional leaders, and designated divisional governance leads, to promote the effectiveness of Board to ward governance and assurance.
- Contribute to the development of governance frameworks and processes across the Group, promoting best practice.
Corporate governance advice and support
- Provide specialist professional corporate governance advice and support to the Boards, Executive, Site and Divisional teams across the Group.
- Provide strategic leadership to the development of corporate governance best practice to drive excellence across the Group and support innovation with outstanding corporate governance.
- Provide professional advice on the conduct of meetings, and ensure meetings are conducted in accordance with the established Standing Orders, Scheme of Reservation and Delegation of Powers, and Standing Financial Instructions.
- Analyse new regulatory corporate governance-related developments and advise the Group Chief Corporate Affairs Officer on their implications and make recommendations as to appropriate action to be taken.
- Work closely with the Group Chair and Group Chief Corporate Affairs Officer in the establishment of effective arrangements for the appointment, induction and appraisal of Non-Executive Directors.
- Prepare the Annual Governance Statements, and other relevant corporate governance contributions, to the Annual Reports of St Georges and Epsom & St Helier.
- Ensure the Group, and its constituent Trusts, comply with all relevant corporate governance standards and responsibilities.
- Support the Group Chief Corporate Affairs Officer in advising the Group on relevant regulatory compliance issues, providing the Boards and Executive with information about aspects of governance and regulation that require attention, and advising on compliance with the Care Quality Commissions well led standards.
- Managing highly sensitive and complex information, working with senior colleagues across the Group to ensure it is appropriately communicated to the relevant audiences in line with Group standards.
- Oversee and management arrangements for the safe custody and application of each Trusts Seal, including maintenance of a Register of Use of the Seal in in line with each Trusts Standing Orders.
Group Secretariat
- Act as secretary to the Boards of Directors of St Georges University Hospitals NHS Foundation Trust and Epsom and St Helier University Hospitals NHS Trust, as well as to the Group Board. As Group Board secretary, you will provide high quality support to the Boards in the management of meetings, providing the full range of secretariat support to the Boards, including: preparation of agendas, commissioning of papers for meetings, collation and distribution of papers, taking high quality minutes and actions of meetings within established timescales, assisting in the preparation of an annual cycle of business, reviewing terms of reference, and managing annual effectiveness reviews. This will involve working closely with the Group Chair and the Group Chief Corporate Affairs Officer.
- Act as secretary to the Remuneration Committees-in-Common, providing the same secretariat support to the Committee as outlined above in respect of the Boards. This will involve working closely with the Committee Chair and the Group Chief People Officer as Executive lead.
- Ensure that effective secretariat arrangements are in place to support the committees of the Trust Boards, Group Executive and Site Management Teams.
- Ensure timely communication and briefing to the Boards on key issues.
- Work closely with the Corporate Nursing team to ensure there is a systematic programme of engagement by the Board with clinical and non-clinical teams, including visits on Board days, to ensure effective Board to ward engagement.
- Act as authorised signatory for Non-Executive Directors expenses and oversee and record expenses, providing regular reports and timely publication on the Trusts websites.
Corporate compliance
- Oversee compliance of the Group and its constituent Trusts with the Code of Governance for NHS providers, relevant statutory and regulatory governance provisions and with Trust-specific governance arrangements, including the St Georges Trust Constitution and the Epsom and St Helier Establishment Order. This will include preparing high quality compliance reports for the Group Executive and Audit Committee.
- Oversee and manage the framework for the development of Group policies, acting as custodian for all Group policies. This will include: ensuring the Corporate Governance team holds a database of all policies, policy authors and review dates; ensuring that there is a systematic process for ensuring regular review of policies; ensuring that policies have been through the established governance processes and comply with established requirements and templates; and reporting regularly on compliance to relevant Board committees.
- Oversee and manage the Groups compliance with NHS guidance on the management of conflicts of interest, ensuring all decision-making staff have made appropriate declarations or nil returns. This will include preparing high quality compliance reports for the Group Executive and Audit Committee.
- Oversee and manage compliance across the Group with NHS Englands new Fit and Proper Persons Test Framework for Board Members. This will include ensuring all aspects of the new framework are fully implemented and preparing compliance reports to the Group Board.
- Oversee and manage Freedom of Information (FOI) requests across the Group and ensure compliance with statutory requirements including the timely provision of high quality responses to FOI requests. This will include: overseeing the work of the FOI lead within the Corporate Governance team; acting as a point of escalation for complex or sensitive FOIs or where departments are not responsive; preparing compliance reports for the Audit Committees and Executive team. In some cases, this will also involve conducting internal reviews.
- Ensuring effective engagement with the internal auditors to the Trusts.
St Georges Council of Governors and foundation trust membership
- Act as secretary to the St Georges Council of Governors and the Governors Nominations and Remuneration Committee.
- Plan and manage the process for elections to the Council of Governors in line with the Trusts Constitution. This will involve identifying a suitable independent Returning Officer, running awareness sessions for prospective candidates, and working with the communications team to promote elections to the Trusts membership.
- Design and manage the delivery of an effective programme of induction for new members of the Council of Governors and an ongoing programme of Governor training and development.
- Lead on the development and implementation of a membership strategy to ensure members play an active role in the work and that the membership is reflective of the community it serves.
- Plan and deliver an active programme of membership engagement, promoting innovation in the Trusts engagement with members and working with counterparts in other Trusts to identify and incorporate good practice in membership engagement.
Job description
Job responsibilities
Corporate governance framework
- Ensure the Group has a clear, well-defined and accessible corporate governance framework, and take an active role in the implementation and communication of the corporate governance framework with staff and stakeholders.
- Ensure the Group, and its constituent Trusts, have in place clear, effective and robust corporate governance arrangements which reflect established best practice, including the Code of Governance for NHS provider organisations, support the established Group Operating Model, and comply with relevant statutory and regulatory requirements following analysis and evaluation of relevant national guidance documents.
- Ensure each Trust within the Group has in place a clear and robust set of Standing Orders, Scheme of Reservation and Delegation of Powers and Standing Financial Instructions that reflect all relevant statutory and regulatory requirements, are aligned across the Group, and which are reviewed on a regular basis.
- Ensure the Boards of Directors, Board Committees and Executive management groups have in place clear and appropriate terms of reference that are reviewed annually.
- Work with Site and Divisional leaders, and designated divisional governance leads, to promote the effectiveness of Board to ward governance and assurance.
- Contribute to the development of governance frameworks and processes across the Group, promoting best practice.
Corporate governance advice and support
- Provide specialist professional corporate governance advice and support to the Boards, Executive, Site and Divisional teams across the Group.
- Provide strategic leadership to the development of corporate governance best practice to drive excellence across the Group and support innovation with outstanding corporate governance.
- Provide professional advice on the conduct of meetings, and ensure meetings are conducted in accordance with the established Standing Orders, Scheme of Reservation and Delegation of Powers, and Standing Financial Instructions.
- Analyse new regulatory corporate governance-related developments and advise the Group Chief Corporate Affairs Officer on their implications and make recommendations as to appropriate action to be taken.
- Work closely with the Group Chair and Group Chief Corporate Affairs Officer in the establishment of effective arrangements for the appointment, induction and appraisal of Non-Executive Directors.
- Prepare the Annual Governance Statements, and other relevant corporate governance contributions, to the Annual Reports of St Georges and Epsom & St Helier.
- Ensure the Group, and its constituent Trusts, comply with all relevant corporate governance standards and responsibilities.
- Support the Group Chief Corporate Affairs Officer in advising the Group on relevant regulatory compliance issues, providing the Boards and Executive with information about aspects of governance and regulation that require attention, and advising on compliance with the Care Quality Commissions well led standards.
- Managing highly sensitive and complex information, working with senior colleagues across the Group to ensure it is appropriately communicated to the relevant audiences in line with Group standards.
- Oversee and management arrangements for the safe custody and application of each Trusts Seal, including maintenance of a Register of Use of the Seal in in line with each Trusts Standing Orders.
Group Secretariat
- Act as secretary to the Boards of Directors of St Georges University Hospitals NHS Foundation Trust and Epsom and St Helier University Hospitals NHS Trust, as well as to the Group Board. As Group Board secretary, you will provide high quality support to the Boards in the management of meetings, providing the full range of secretariat support to the Boards, including: preparation of agendas, commissioning of papers for meetings, collation and distribution of papers, taking high quality minutes and actions of meetings within established timescales, assisting in the preparation of an annual cycle of business, reviewing terms of reference, and managing annual effectiveness reviews. This will involve working closely with the Group Chair and the Group Chief Corporate Affairs Officer.
- Act as secretary to the Remuneration Committees-in-Common, providing the same secretariat support to the Committee as outlined above in respect of the Boards. This will involve working closely with the Committee Chair and the Group Chief People Officer as Executive lead.
- Ensure that effective secretariat arrangements are in place to support the committees of the Trust Boards, Group Executive and Site Management Teams.
- Ensure timely communication and briefing to the Boards on key issues.
- Work closely with the Corporate Nursing team to ensure there is a systematic programme of engagement by the Board with clinical and non-clinical teams, including visits on Board days, to ensure effective Board to ward engagement.
- Act as authorised signatory for Non-Executive Directors expenses and oversee and record expenses, providing regular reports and timely publication on the Trusts websites.
Corporate compliance
- Oversee compliance of the Group and its constituent Trusts with the Code of Governance for NHS providers, relevant statutory and regulatory governance provisions and with Trust-specific governance arrangements, including the St Georges Trust Constitution and the Epsom and St Helier Establishment Order. This will include preparing high quality compliance reports for the Group Executive and Audit Committee.
- Oversee and manage the framework for the development of Group policies, acting as custodian for all Group policies. This will include: ensuring the Corporate Governance team holds a database of all policies, policy authors and review dates; ensuring that there is a systematic process for ensuring regular review of policies; ensuring that policies have been through the established governance processes and comply with established requirements and templates; and reporting regularly on compliance to relevant Board committees.
- Oversee and manage the Groups compliance with NHS guidance on the management of conflicts of interest, ensuring all decision-making staff have made appropriate declarations or nil returns. This will include preparing high quality compliance reports for the Group Executive and Audit Committee.
- Oversee and manage compliance across the Group with NHS Englands new Fit and Proper Persons Test Framework for Board Members. This will include ensuring all aspects of the new framework are fully implemented and preparing compliance reports to the Group Board.
- Oversee and manage Freedom of Information (FOI) requests across the Group and ensure compliance with statutory requirements including the timely provision of high quality responses to FOI requests. This will include: overseeing the work of the FOI lead within the Corporate Governance team; acting as a point of escalation for complex or sensitive FOIs or where departments are not responsive; preparing compliance reports for the Audit Committees and Executive team. In some cases, this will also involve conducting internal reviews.
- Ensuring effective engagement with the internal auditors to the Trusts.
St Georges Council of Governors and foundation trust membership
- Act as secretary to the St Georges Council of Governors and the Governors Nominations and Remuneration Committee.
- Plan and manage the process for elections to the Council of Governors in line with the Trusts Constitution. This will involve identifying a suitable independent Returning Officer, running awareness sessions for prospective candidates, and working with the communications team to promote elections to the Trusts membership.
- Design and manage the delivery of an effective programme of induction for new members of the Council of Governors and an ongoing programme of Governor training and development.
- Lead on the development and implementation of a membership strategy to ensure members play an active role in the work and that the membership is reflective of the community it serves.
- Plan and deliver an active programme of membership engagement, promoting innovation in the Trusts engagement with members and working with counterparts in other Trusts to identify and incorporate good practice in membership engagement.
Person Specification
Qualifications and Training
Essential
- Educated to postgraduate level or equivalent relevant experience working at a senior level as a corporate governance professional, plus significant experience as below to masters level or equivalent knowledge.
- Evidence of continuing professional development in corporate governance.
Desirable
- Qualified as a Chartered Company Secretary or actively working towards chartered status.
- Project or programme management qualification.
Experience
Essential
- Substantial experience of leading a corporate governance function in a large and complex organisation, ideally in an NHS, regulatory or other public sector setting.
- Significant experience of working in a secretariat function.
- Proven experience of working directly with Board members and senior executives in a corporate governance role and of providing high quality and well-evidenced corporate governance advice particularly to the Chair and Chief Executive and Committee Chairs.
- Experience of acting as secretary to a Board of Directors or equivalent.
- Experience of developing new governance models and / or analysing and assessing governance models or frameworks.
- Experience of developing corporate governance frameworks, including Standing Orders, Schemes of Delegation and Standing Financial Instructions or equivalent.
- Proven experience of drafting reports for Boards and Committee on corporate governance, assurance and / or compliance issues.
- Experience of working with a diverse range of internal and external stakeholders and a successful track record of influence and engagement.
- Significant experience of managing and motivating teams and individual members of staff.
- Experience of managing budgets.
- Experience of project and information management.
Desirable
- Experience of working with and coordinating support for an NHS Foundation Trust Council of Governors, and of managing Governor elections, and developing Governor induction and development programmes.
- Experience of developing engagement programmes with NHS Foundation Trust members.
Skills and Knowledge
Essential
- Extensive understanding of corporate governance principles and the requirements for NHS organisations set out in the Code of Governance for NHS providers.
- Extensive understanding of health regulation and legislation (including the NHS Act 2006, Health and Social Care Act 2012, and the Health and Care Act 2022), including understanding of the role of Integrated Care Systems and NHS provider collaboratives.
- Understanding of current issues and challenges affecting the NHS as a whole, and NHS providers specifically.
- Ability to establish credibility quickly at all levels of the organisation.
- Outstanding influencing and negotiation skills
- Ability to assimilate and analyse a wide range of highly complex information quickly and make recommendations.
- Ability to work under pressure and to deliver results and high quality work to tight deadlines through effective time management, focus and prioritisation, responding to immediate and urgent matters as necessary
Autonomy
Essential
- Credible and able to function on behalf of the Group as the lead for corporate governance issues, and able to deputise for the Group Chief Corporate Affairs Officer as required.
- Ability to analyse and interpret independently national policy, regulatory and statutory changes and implications of these for the Group.
Personal Qualities
Essential
- Excellent inter-personal skills.
- Excellent oral and written communication skills and personal presentation skills, particularly in relation to high quality report writing and minute taking.
- Ability to maintain a very high level of confidentiality and trust.
- Excellent organisational, planning and time management skills, enabling working on own initiative and prioritising workloads.
- Commitment and passion for creating an open, transparent organisational culture, including instilling organisational values and behaviours, and commitment to openness, honesty and integrity.
- Resilience, comfortable giving and receiving frequent professional challenge
- Results-oriented and high level of drive for performance and improvement.
- Ability to be intellectually flexible and to look beyond existing structures, ways of working, boundaries and organisations, to produce more effective and innovative service delivery and partnerships.
Person Specification
Qualifications and Training
Essential
- Educated to postgraduate level or equivalent relevant experience working at a senior level as a corporate governance professional, plus significant experience as below to masters level or equivalent knowledge.
- Evidence of continuing professional development in corporate governance.
Desirable
- Qualified as a Chartered Company Secretary or actively working towards chartered status.
- Project or programme management qualification.
Experience
Essential
- Substantial experience of leading a corporate governance function in a large and complex organisation, ideally in an NHS, regulatory or other public sector setting.
- Significant experience of working in a secretariat function.
- Proven experience of working directly with Board members and senior executives in a corporate governance role and of providing high quality and well-evidenced corporate governance advice particularly to the Chair and Chief Executive and Committee Chairs.
- Experience of acting as secretary to a Board of Directors or equivalent.
- Experience of developing new governance models and / or analysing and assessing governance models or frameworks.
- Experience of developing corporate governance frameworks, including Standing Orders, Schemes of Delegation and Standing Financial Instructions or equivalent.
- Proven experience of drafting reports for Boards and Committee on corporate governance, assurance and / or compliance issues.
- Experience of working with a diverse range of internal and external stakeholders and a successful track record of influence and engagement.
- Significant experience of managing and motivating teams and individual members of staff.
- Experience of managing budgets.
- Experience of project and information management.
Desirable
- Experience of working with and coordinating support for an NHS Foundation Trust Council of Governors, and of managing Governor elections, and developing Governor induction and development programmes.
- Experience of developing engagement programmes with NHS Foundation Trust members.
Skills and Knowledge
Essential
- Extensive understanding of corporate governance principles and the requirements for NHS organisations set out in the Code of Governance for NHS providers.
- Extensive understanding of health regulation and legislation (including the NHS Act 2006, Health and Social Care Act 2012, and the Health and Care Act 2022), including understanding of the role of Integrated Care Systems and NHS provider collaboratives.
- Understanding of current issues and challenges affecting the NHS as a whole, and NHS providers specifically.
- Ability to establish credibility quickly at all levels of the organisation.
- Outstanding influencing and negotiation skills
- Ability to assimilate and analyse a wide range of highly complex information quickly and make recommendations.
- Ability to work under pressure and to deliver results and high quality work to tight deadlines through effective time management, focus and prioritisation, responding to immediate and urgent matters as necessary
Autonomy
Essential
- Credible and able to function on behalf of the Group as the lead for corporate governance issues, and able to deputise for the Group Chief Corporate Affairs Officer as required.
- Ability to analyse and interpret independently national policy, regulatory and statutory changes and implications of these for the Group.
Personal Qualities
Essential
- Excellent inter-personal skills.
- Excellent oral and written communication skills and personal presentation skills, particularly in relation to high quality report writing and minute taking.
- Ability to maintain a very high level of confidentiality and trust.
- Excellent organisational, planning and time management skills, enabling working on own initiative and prioritising workloads.
- Commitment and passion for creating an open, transparent organisational culture, including instilling organisational values and behaviours, and commitment to openness, honesty and integrity.
- Resilience, comfortable giving and receiving frequent professional challenge
- Results-oriented and high level of drive for performance and improvement.
- Ability to be intellectually flexible and to look beyond existing structures, ways of working, boundaries and organisations, to produce more effective and innovative service delivery and partnerships.
Disclosure and Barring Service Check
This post is subject to the Rehabilitation of Offenders Act (Exceptions Order) 1975 and as such it will be necessary for a submission for Disclosure to be made to the Disclosure and Barring Service (formerly known as CRB) to check for any previous criminal convictions.
Applications from job seekers who require current Skilled worker sponsorship to work in the UK are welcome and will be considered alongside all other applications. For further information visit the UK Visas and Immigration website (Opens in a new tab).
From 6 April 2017, skilled worker applicants, applying for entry clearance into the UK, have had to present a criminal record certificate from each country they have resided continuously or cumulatively for 12 months or more in the past 10 years. Adult dependants (over 18 years old) are also subject to this requirement. Guidance can be found here Criminal records checks for overseas applicants (Opens in a new tab).
Additional information
Disclosure and Barring Service Check
This post is subject to the Rehabilitation of Offenders Act (Exceptions Order) 1975 and as such it will be necessary for a submission for Disclosure to be made to the Disclosure and Barring Service (formerly known as CRB) to check for any previous criminal convictions.
Applications from job seekers who require current Skilled worker sponsorship to work in the UK are welcome and will be considered alongside all other applications. For further information visit the UK Visas and Immigration website (Opens in a new tab).
From 6 April 2017, skilled worker applicants, applying for entry clearance into the UK, have had to present a criminal record certificate from each country they have resided continuously or cumulatively for 12 months or more in the past 10 years. Adult dependants (over 18 years old) are also subject to this requirement. Guidance can be found here Criminal records checks for overseas applicants (Opens in a new tab).
