Present
Prof Ian Cumming Chairman of the Board of Directors
Public Constituency Elected Governors
- Khalid Ali – Birmingham
- Dave Murray – Black Country
- Anthony Bradley – Black Country
- John Davies – Coventry and Warwickshire
- Brian Murray – Coventry and Warwickshire
- Brenda Richards – West Mercia
- Eileen Cox – Staffordshire
Staff Constituency Governors
- Sarah Lawson – Emergency and Urgent Operational Staff
- John Auerbach – Emergency and Urgent Operational Staff
- Inderpal Sidhu – Non-Emergency Operational Staff
- Matt Brown – Support Staff
- Duncan Spencer – Emergency Operation Centre Staff
Appointed Governors
Dave Fitton – Community First Responder Regional Forum
In Attendance
- Anthony Marsh – Chief Executive Officer
- Karen Rutter – Director of Finance
- Prof. Alex Hopkins – Deputy Chair / SID / Non-Executive Director
- Julie Jasper – Non-Executive Director / Chair of Audit Committee
- Jim Hancox – Senior Operations Manager: MERIT and Enhanced Care
- Suzie Wheaton – Governor and Membership Engagement Officer
- Phil Higgins – Trust Secretary
07/24/01 – Welcomes, Apologies and Chairman’s Announcements
The chairman welcomed everyone to the meeting.
Apologies were received from Robin Cooke, Peter Brookes and Cllr Ed Lawrence.
The chairman reported the following items:
NED Recruitment Update – At the November 2023 CoG meeting the Governors agreed to advertise for a person to fill the NED vacancy with financial experience via an external recruitment agency. In May 2024 the meeting of the CoG received and endorsed the procurement exercise that was being carried out to determine which agency to use. Following that exercise, the Trust appointed Gatenby Sanderson to undertake the recruitment exercise.
The chairman provided a further update on process to the CoG during this meeting, he advised the COG that the advertisement had been placed with a closing date of the 10th July. The recruitment agency had carried out preliminary interviews with prospective candidates from the long list and that shortlisting with the Governor’s Renumeration and Nominations panel, along with the chairman will be taking place on the 1st August via teams. Interviews will take place on 20th August with the Panel and the chairman. The chairman suggested that as the next official meeting of the CoG isn’t until November, Governors will be contacted via written motion to seek approval of the recommended appointment following the interviews.
The chairman asked if the Council of Governors are happy with this process and the COG agreed that they were happy.
The successful candidate will replace Narinder Kooner whose term of office comes to an end on the 4th November 2024.
The chairman moved on to discuss the Fit and Proper Person Test and outlined that new regulations for FPPT came into effect in September 2023, and that all individuals holding certain posts in the Trust were asked to complete the checks. Checks include:
- Standard employment checks as per the Trust’s Recruitment and Selection Policy and NHS Employers Check Standards (for new appointments only)
- Basic Disclosure and Barring Service (DBS) check for those not eligible for an Enhanced check as noted above – no more than 3 years old
- Search of insolvency and bankruptcy register
- Search of Companies House register to ensure that no Board member is disqualified as a director
- Search of charity trustee disqualification register
- Search of employment tribunal register
- Social Media check conducted via an external platform to ensure thoroughness of check
- Confirmation that no active disciplinary, grievance or whistleblowing cases are outstanding against the individual
- Satisfactory completion of the ‘Fit and Proper Person Self-Declaration Form’
- Confirmation that Directors remain on the relevant professional register.
- Confirmation of an annual appraisal completed within the last 12 months
Everyone had to complete an annual Self Attestation form to declare their suitability for post. As per the regulation, the Chairman then reviewed all the checks for each post holder with the nominated Senior Independent Director, Professor Alex Hopkins reviewing the Chairman’s checks.
The completed declarations and the outcome of the searches have been saved on each personal file, updated on the Electronic Staff Record (ESR) and will be reviewed again annually.
The findings were reviewed by the Board of Directors at its Board Briefing in June 2024 and was submitted in compliance with the guidance issued by NHSE. This submission confirmed that all current and newly appointed Directors (both permanent and interim) of the Board satisfy the requirements the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014 Fit and Proper Persons Test amended September 2023.
Each Director is responsible for identifying any issues which may affect their ability to meet the statutory requirements and bringing these issues on an ongoing basis and without delay to the attention of the Director of People or Trust Chair.
In addition, the Board of Directors is requested to note that the outcome of the Chairs appraisal was also submitted on 6th June 2024 to the NHSE Regional Office as required under the new chairs appraisal and FPPT framework guidance.
It was submitted to the Board meeting earlier that day and was publicly available for the purpose of transparency.
The Chairman indicated that the new check includes a social media check which was felt to be quite intrusive, and the Trust has written to NHS E to address some concerns around this part of the process.
In addition, the Board of Directors will be requested to note that the outcome was submitted to the NHSE Regional Office on 6th June 2024, as required under the new chair’s appraisal and FPPT framework guidance.
Resolved
That the chairman’s update be noted and in particular noting that the Fit & Proper Persons Test submission for the Board of Directors have been completed and submitted; and that the Chairman’s appraisal has been submitted within the required timescales.
07/24/02 – Declarations of Interest
The chairman asked to governors to note the register of interests and made them aware that if there are any changes to report them to Suzie Wheaton, in order for the register to be updated.
The chairman noted that he had a conflict of interest with item number 4 – the chairman’s appraisal and that he would leave the room for that item.
Alex Hopkins and Julie Jasper declared interests with item 5 – NED appraisals.
The Council of Governors received the register of interests and noted that it will now be published on the Trust’s website.
07/24/03 – To approve as a correct record of the Minutes of the Meeting of the Council of Governors that took place on 9th May 2024
Governors were asked if the minutes of the previous meeting were a correct and accurate record.
A typo in the minutes was flagged up on item 05/24/03 – the typo was the word ‘inaccurate’ which needed to be change to ‘accurate’.
The chairman asked those governors that were in attendance at the meeting if they were happy to approve subject to the typo amendment. Those who had been in attendance approved the minutes.
Resolved
Subject to the one typo amendment, the cog were happy to approve the minutes as accurate record of the meeting.
There were no matters arising.
07/24/04 – Chairman’s Appraisal
The Chairman left the room for this item and Prof. Alex Hopkins, Deputy Chair/ Senior Independent Director chaired this item.
Prof. Hopkins highlighted that she commenced in the role of Senior Independent Director on 1st February this year and it was her first time undertaking the chairman’s appraisal.
She confirmed that the appraisal took place on the 1st May 2024. Prior to the appraisal Prof. Hopkins talked to a number of people gaining feedback on the chairman’s performance and leadership. This included speaking to Lead Governor, Eileen Cox, amongst others.
The appraisal was undertaken and the overall rating for the chairman was ‘Outstanding’. As part of the process a reporting template from NHS E was completed and submitted within the timescale which was 6th June.
During the appraisal new objectives were set, this year new appraisal forms have been brought in for the whole board.
Resolved
The Council of Governors received and noted the appraisal report on the chairman.
07/24/05 – NED appraisals
The chairman returned to the room.
The chairman informed the governors that he carried out the NED appraisals predominately in May and June, with all outcomes being fully satisfactory or outstanding. The chairman provided an overview of each NED, and the committees they chaired and noted that as with last year he had asked the NEDs to ensure they continue to strive to continue to be more visible this coming year.
The chairman noted that Suzanne Banks had only commenced in post from 1st April and therefore she didn’t have a full appraisal but her objectives were set. Suzanne now chairs the Quality and Governance Committee and is also the Lead NED for FTSU. These were committees or roles that Alex had before becoming the SID/Deputy Chair.
Resolved
The governors received and noted the appraisal reports for the non-executive directors.
07/24/06 – Chief Executive Officers Report
The chairman called upon Anthony Marsh, Chief Executive Officer to report.
The CEO thanked the chairman and proceeded with his report.
He stated that month four’s activity had been broadly flat however handover delays are still extremely high.
CQC regulation 12 requiring improving and meet Cat 2 target; if we continue in the way we are we may deliver that target by March but winter can have a significant impact on the response time, such as inclement weather etc.
Additional expenditure put forward to the ICB has been estimated at £20m. The CEO indicated though that in the interests of patient care he would rather have the Ambulance available for dispatch to unwell patients rather than seek the additional funding.
Recruitment is going well and by Christmas we hope to have 300 more front line staff. In March we will have more which will include student paramedics.
Mandatory training of all staff is off to a good start. All operational staff are booked in including SORT training.
New ambulances are currently being built.
The Trust’s winter plan is underway and a deep dive was undertaken and there is some further work to be done but he will present the plan at the development day in September 2024.
There is a cost Improvement programme of 4%, some of which is still unidentified, but the Trust was in the process of finalising the CIPs to ensure a break-even position was presented to the Board. As part of the financial plan we have frozen some non-essential corporate posts.
Jeremy Brown is doing a great job with the clinicians in the control room and hear and treat is up to 20%.
We held our annual award ceremonies in June and the CEO took the opportunity to thank all that attended those celebrations.
The CEO will be meeting with many of the staff working groups and networks over the summer to receive an update on their work.
WMAS has joined the Ambulance Northern Alliance to establish working programmes and to share best practise.
The CEO updated the CoG on the Trust Estate:
- Navigation Point is now empty and is for sale.
- The Academy is currently being used as overflow for training.
- Warwick PTS building – we have accepted an offer on that property
The Covid enquiry is ongoing – module one has been completed, and we will prepare an action plan based on any recommendation that come from that, this will go to board and cog. Module 2 is currently on going, with module 3 to follow.
The CEO concluded his update.
Sarah Lawson discussed her latest shifts, stating that during 6 shifts she only saw 17 patients – usually she’d see approximately 48 in the same amount of time this was due to handover delays.
Duncan Spencer asked how handovers will be reduced to 45 minutes as proposed. CEO responded to say he was as curious as Duncan. He has asked for plans and trajectories, but he is still awaiting feedback. At present hours are escalating not decreasing.
The Chairman thanked the CEO for his report.
Resolved
The governors received the report.
07/24/07 – External Auditors Update & Annual Report of Audit Committee
The Chairman invited Karen Rutter, Director of Finance and Julie Jasper, NED/ Chair of Audit Committee to present.
The Annual Report of the Audit Committee was submitted.
Karen began by discussing the external auditors stating as the CoG are aware they are newly appointed and that the CoG agreed the audit fee on appointment. She informed the CoG that the auditors have done some additional work and have requested an additional fee of £5,000. Karen advised the CoG that she has spoken to the auditors and raised concerns that they should have agreed the additional fee in advance of doing the work, however, given it is their first year the Trust will give a little leeway and will consider the payment but not for future years. Any additional work must be agreed in advance.
Karen handed over to Julie to discuss the work of the audit committee. Julie stated that it is good governance for the Council of Governors to receive the Audit Committee Annual Report. Julie highlighted that there had been some significant changes of both the internal and external Auditors. She concluded by stating that the external audit had carried out its annual Audit and found nothing of significance to report to the CoG, the Annual Report and Accounts of the Trust had been approved by the Board and would be submitted to the Membership. Julie asked the governors if there were any questions.
No question were asked. The chairman thanked Karen and Julie for their report.
Resolved
Governors were asked to note the additional £5,000 audit fee and to receive and note the Annual report of the audit committee.
07/24/08 – Lead Governor / Deputy Lead Governor
The chairman stated that in compliance with the standing orders of the Council of Governors, Suzie Wheaton wrote to the public governors invited those interested to complete a self-nomination form for the role of Lead Governor and/or Deputy Lead Governor.
The appointments of the Lead Governor and Deputy Lead Governor shall be made from those Governors who have been elected as Governors from the Public Constituency only.
He informed the CoG that the Trust received one nomination for Lead Governor and one Nomination for Deputy Lead Governor, they were therefore elected unopposed.
He took the opportunity to congratulate Eileen Cox, who was elected unopposed as Lead Governor and Khalid Ali who was elected unopposed as Deputy Lead Governor.
Resolved
The governors noted the election results for the position of lead and deputy lead governor.
07/24/09 – Appointment to Trustee Committee
The chairman invited Phil Higgins, Trust Secretary to present the paper.
Phil Higgins addressed the CoG stating the Terms of Reference as approved by the Trustee Committee state that “A Staff elected Governor will be invited to attend the meeting as an observer”. The Trustee is the Board of Directors. So, the staff side Governor is representing the interests of the beneficiaries of the WMAS Charitable funds namely the staff.
The Terms of Reference do not state how the appointment is made so for the purpose of transparency and to ensure that there is appropriate governance in place the Council of Governors are requested to endorse the appointment of a Staff Side Elected Governor to attend meetings of Trustee Committee; based on a nomination from the staff side elected Governors. (It can be any of the Staff Elected Governors, the authority lies in the Terms of Reference of the Trustee Committee.)
There is currently a vacancy due to the retirement of the previous attendee appointed by the Council. Matt Brown, one of the Staff Elected Governors has been attending the Trustee Committee meetings to ensure that there was a Staff Governor in attendance at the November meeting. This report seeks to formally regularise the position. The Council of Governors are requested to confirm Matt’s attendance at the Trustee Committee meetings, if he agree as allowed for within the Terms of Reference of the Trustee Committee.
Matt Brown agreed to continue attending the Trustee Committee.
The Council of Governors were requested to confirm Matt Brown’s attendance at the Trustee Committee meetings, within the Terms of Reference of the Trustee Committee.
Resolved
The Council of Governors confirmed Matt Brown’s attendance at the Trustee Committee meetings, as allowed for within the Terms of Reference of the Trustee Committee
07/24/10 – MERIT & Enhanced Care Presentation
The chairman invited Jim Hancox, Senior Operational manager for Merit and Enhanced Care to present.
Jim presented a number of slides on MERIT and Enhanced Care to the governors.
The chairman thanked Jim for his presentation and stated that he had every reason to be proud; it’s a brilliant service.
Julie Jasper, NED also stated when she had attended a recent Air Ambulance Event the charity had praised the MERIT work.
Resolved
The Governors received and noted the presentation
07/24/11 – Attendance
The chairman noted that there were no issue to currently report but highlighted the following for reference:
If a Governor fails to attend 3 meetings of the Council of Governors in any rolling year period, they shall cease to hold office unless the Chair is satisfied that:
- The absence was due to a reasonable cause; and
- The person will be able to start attending meetings of the Council of Governors again within such a period as the Chair considers reasonable
Resolved
The governors noted the report
05/24/12 – Schedule of Business and Meeting Dates for the Council of Governors 2024
Chairman asked the Governors to receive the Council of Governors schedule of business for the year ahead and requested that Governors note the meeting dates in their diaries.
Suzie Wheaton maintains the schedule and any amendments will be reported to each meeting of the Council of Governors or emailed.
Resolved
Governors are asked to receive the report
5/24/13 – Any Other Urgent Business notified to The Membership and Governor Engagement Officer in advance of the meeting
No other business was raised.
11/23/14 – Date of the next meeting
5th September – Governor Development Session (am)
6th November 2024 – Council of Governors (am)
Venue to be confirmed