Job responsibilities
The Company Secretary is the lead for governance and compliance and will take corporate responsibility for the Trusts governance arrangements. In the execution of this responsibility the Company Secretary will:
- Monitor the Trusts corporate governance arrangements for Board, Executive and Divisional business, continually reviewing developments to ensure they comply with the principles of best practice on corporate governance. Report to the Board of Directors through the Director of Integrated Governance and Chair on any areas of non-compliance and advice on the organisations duties and obligations.
- Provide independent advice and support to the Director of Integrated Governance, Chief Executive, Chair, Board of Directors and Senior Leaders on all matters relating to statutory and legislative compliance and interpretation.
- Support the Chair and Director of Integrated Governance in ensuring compliance with the regulator, NHS England/Improvements publications, The NHS Foundation Trust Code of Governance, The Single Oversight Framework and other best practice in corporate governance.
- In conjunction with the Head of Legal Services, offer expert advice on ensuring the Trusts compliance with Licensing Regimes.
- Act as the key point of contact between the Board of Directors, Council of Governors and the regulator, in relation to corporate matters, including the preparation and submission of returns in accordance with Trusts Licence conditions, the Annual Governance Statement and other statutory duties
- With the Chair, ensure that the Board of Directors and its Committees are properly constituted, operated and supported.
- Provide authoritative advice to the Director of Integrated Governance, Chair, Chief Executive, Board of Directors and Council of Governors on constitutional matters, correct and proper conduct of business and meetings. Commission, through the Head of Legal Services, and provide briefings for external legal advice where necessary to ensure the efficient and effective resolution of issues.
- Ensure the Trust complies with best practice standards of governance as determined by NHS England and CQC.
- Scrutinise and report to the Board of Directors all new regulatory developments.
- Provide vision and hold managerial responsibility for developing a programme of work to support the Director of Integrated Governance with regard to delivery of an assurance framework for compliance with the CQCs Trust-wide assessment of well-led. This is in respect of the assessment of the leadershipand governance at Trust Board and Executive Team level, and organization wide corporate governance. Liaising as necessary with the Quality and Nursing Team so not to confuse accountabilities with regard to CQC compliance and inspections.
- 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.
- Ensure Standing Orders are in place, acted upon and reviewed as necessary, and in conjunction with the Director of Integrated Governance, ensure the Reservation of Powers and Scheme of Delegation are similarly in place, reviewed and acted upon by the Board of Directors.
- With the Director of Integrated Governance, as appropriate ensure the statutory annual returns, including the annual report and accounts are prepared, and are presented to the Regulator and laid before Parliament in accordance with prescribed timescales.
- In conjunction with the Trusts Corporate Risk Manager, contribute to the development of systems, control processes, risk management and board assurance arrangements that comply with internal and external governance and best practice requirements and contribute to continuous improvement of the quality of risk information particularly in the areas of key controls.
- Establish and monitor procedures to ensure that the Trust is able to comply with the requirements of the statutory and regulatory framework and the Constitution. Continually monitor these to ensure they comply with best practice on corporate governance within the NHS.
- Co-ordinate and assist with the production of all appropriate reports and forward plans to relevant regulatory bodies and ensure that they are available for public inspection.
- Oversee the conflicts of interest and declarations of interest registry for the Trust,
- Act as a channel of communication and information for NEDs and Associate NEDs.
Membership and Council of Governors
Ensure that appropriate arrangements are in place to:
- Ensure that the Trust complies with its Constitution and that amendments to it are drafted and incorporated in line with correct procedures and best practice.
- Ensure that all meetings of the Council of Governors are held in accordance with the Trusts Constitution.
- Ensure that effective communication arrangements are in place for the Board of Directors and Council of Governors to communicate and engage effectively with members and other key stakeholders.
- Ensure an accurate membership database is maintained including the public register.
- Undertake regular monitoring of the Trusts membership community to ensure it represents the diversity of the local population; recommending strategies to address any shortcomings.
- Manage legal and constitutionally compliant arrangements for elections to the Council of Governors and the appointment of stakeholders; managing the process for resignations and replacements between elections.
-Ensure the provision of appropriate advice to the Council, including interpretation of the Constitution, Standing Orders and other policies/procedures.
- Ensure the Council of Governors is supported effectively in their statutory roles, including support at meetings and Governors Working Group meetings.
- Ensure the Council of Governors is supported effectively in their statutory roles in particular the appointment and reappointing of Non-Executive Directors (NEDs), Associate Non-Executive Directors (ANEDs) and the Trusts Auditors.
- Ensure arrangements are in place to identify the induction and ongoing development needs of Governors and agree training, development and appraisal programmes, where appropriate and in conjunction with the Director of Integrated Governance.
- Oversee the arrangements for the Annual General Meeting and Annual Members Meeting, working in liaison with the Associate Director of Involvement, Engagement and Communication.
Trust Secretariat
Provide a Secretariat function to facilitate the effective working of the Board of Directors, its Committees and the Council of Governors and its working groups, including the Governance and Nominations Committee. Support the Chair, Director of Integrated Governance and Chief Executive in the effective conduct of Board of Directors and the Council of Governors business, in particular, through:
- Planning, preparation and timely submission of agendas, reports, supporting papers and minutes ensuring they comply with Trust polices on the production of papers and policies.
- In consultation with the relevant Chair of the meeting, assist in agenda planning, identification and assignment of actions and tasks, agreeing forward planners for the business of the Board of Directors, Council of Governors and where relevant, executive level committees.
- Ensure that the business of the Board of Directors and its Committees is planned in advance and that papers are dealt with by the most appropriate Committee in the most appropriate way.
- Monitor the governance implications of business papers put to the Board of Directors and Council of Governors and ensure appropriate follow-up of decisions.
- Maintaining a calendar of prospective Board of Directors business to ensure such business is appropriately dealt with within an annual business cycle.
- Ensure that arrangements are in place for the safe custody and application of the common seal.
Advisory and Support
- Work with the Chair and the Director of Integrated Governance ensuring that arrangements are in place for a comprehensive induction of all Board members, to include effective procedures to comply with Fit and Proper Persons Regulations and provide advice and support regarding the discharge of their duties.
- Work with the Director of Integrated Governance, Chair and the 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 individual Directors.
- In consultation with the Chair, ensure that a Board Succession Plan is in place and support the Chair, Director of Integrated Governance and the Director of People and Organisational Development with the recruitment process for NEDs and Associate NEDs.
- Support the Chair and the Chief Executive to ensure that the capability and experience of the Board of Directors and the Executive Team are as required.
- Ensure the Trusts Fit and Proper Persons Test and any future requirements from the Kark Review, NHSI/NHS England and CQC have been conducted appropriately
- Act as Company Secretary, responsible for ensuring any subsidiary companies comply with all statutory requirements under the Companies Act and any other related legislation or other mandatory requirements.
- Advise Companies House on all changes to the companies, including the appointment and removal of Company Directors, ensuring mandatory returns are completed within statutory timescales, including the completion and filing of Annual Returns to the Registrar of Companies, Companies House, the completion of returns to the Office of Fair Trading where appropriate, and ensuring appropriate banking arrangements are in place for those companies.
- Advise the boards of those companies on corporate governance including shareholders interests and agreements, assurance and risk.
