Terms of reference – Transformation Committee

1. Introduction

The Committee is the primary Board committee for providing assurance and raising any concerns to the Trust Board in relation to the delivery of the Transformation and Improvement agenda.

It is chaired by a Non-Executive Director of the Board. It receives regular updates about Transformation and Improvement by exception. Subject to such directions as may be given by the Board of Directors, it may establish sub-committees as appropriate and determine the membership and terms of reference of such.

2. Purpose

The purpose of the Transformation Committee is:

• Provide assurance to the Board of Directors that appropriate and effective plans are in place to deliver clinical services and system changes for the benefit of patients, carers and families. The Committee also provides assurance that planning processes deliver a safe, effective transition and transformation plan for existing services, in the context of strategic changes to ensure that the Trust is responsive to the needs of stakeholders and patients.
• To provide assurance that initiatives that have been implemented, are being achieved in line with plan and that any proposed initiatives are implemented and have robust deliverable plans in place.
• Provide the Strategy for delivery; guidance on monitoring priorities and have responsibility for providing all the necessary Executive support to ensure the transformation programme succeeds.

3. Constitution

The Board of Directors hereby resolves to establish a Committee of the Board to be known as the Transformation Committee. The Committee is a Non-Executive Committee and has no executive powers, other than those specifically delegated in these Terms of Reference. The Terms of Reference can only be amended with the approval of the Board of Directors.

The Committee is authorised by the Board to investigate any activities within its Terms of Reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee. The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of external parties with experiences and expertise, if it considers this necessary.

The Committee is responsible for assuring timely completion of programmes, ensuring any risks and mitigating actions identified within projects and programmes are agreed within the work plan. The Committee will ensure that all work carried out reflects the key strategic aims of the Trust’s Corporate Strategy and is aligned with the relevant enabling strategies for the Trust.

4. Membership

The Chair of the Committee shall be appointed by the Board of Directors from amongst the Non-Executive Directors. Members of the Committee shall be appointed by the Board of Directors in consultation with the Chair of the Transformation Committee.  The Committee shall be made up of the following members:

• Non-Executive Director (Chair) Non-Executive Director x 2
• Chief Executive
• Medical Director/Deputy Chief Executive
• Director of Planning and Performance Chief Operating Officer
• Associate Director of Corporate Affairs and Strategy
• Chief Information and Technology Officer
• Chief Nurse/Director of Patient Safety and Quality
• Chief People Officer

The Transformation Committee will also have oversight of the work of Digital Strategy    Committee and the Innovation Panel, and will receive regular reports at each meeting for scrutiny and assurance.

Only members of the Committee have a right to attend meetings. However, individuals such as other Executive Directors, Care Group Directors and any employee of the Trust may be invited to attend all or part of any meeting as and when appropriate. In addition, Non-Executive Directors from the Trust have an open invitation to attend the Committee.

In the absence of the Chair of the Committee or Vice Chair, then the remaining members will elect one of themselves to Chair the meeting.

A delegated deputy must attend the meeting in the absence of a Committee member with the exception of the Non-Executive Director representatives. If in exceptional circumstances a committee member is unable to attend the meeting or send a deputy then, in addition to standard reporting arrangements, a formal summary report of progress made against their areas of responsibility should be provided a minimum of 5 working days in advance of the meeting for inclusion with the papers.

5. Secretary

The Committee shall be supported administratively by the Corporate Office.

The duties will include:

• Agreement of agenda with the Chair of the Committee;
• Collation of all papers in advance of the meeting;
• Circulation of agenda and papers a minimum of 5 working days prior to the meeting;
• Minute taking and recording of decisions and matters arising; and
• Monitoring and follow up of decisions and agreed actions.

6. Quorum

The quorum necessary for the transaction of business shall be four members, including at least two Non-Executive Directors and two Executive Directors. Given  the Committee’s status as a Sub Committee of the Board of Directors, it is expected that members should make every effort to attend meetings.

7. Frequency of Meetings

Meetings will be held quarterly at appropriate times in the cycle for strategic planning. If required, additional meetings will be scheduled to deal with urgent business or specific projects.

8. Duties

The duties of the Committee can be categorised as follows:

• Provide overarching governance and assurance mechanisms for the key strategic deliverables outlined in the annual plan with each supporting strategy and  Operational Delivery Group, this will include:
  • Corporate strategy
  • Clinical Services Strategy;
  • Clinical Services Blueprint;
  • Excellence as our Standard;
  • Health Inequalities
  • People Plan;
  • Estate Strategy;
  • Integrated Care System (ICS);
  • Tees Valley Health and Care Collaboration;
  • Digital Strategy;
  • Innovation;
  • Integrated Care Board (CB) ‘Place’
  • NENC ICS Provider Collaborative

• Monitor the development and delivery of the Transformation and Improvement agenda, ensuring that these are in line and driven by the vision and values of the Trust.
• Ensure Delivery leads are adequately supported in their work and held to account for the delivery of their areas of responsibility.
• Make strategic decisions about priorities and resources relating to the objectives.
• Ensure changes are made on the basis of strong clinical evidence and best practice.
• Ensure via the Quality Impact Assessment (QIA) process that any Transformation and Improvement project will not have a negative impact on patient quality and safety.
• Ensure key enablers are properly considered as part of the implementation of transformation and improvement programmes (e.g. Information Management and Technology and Organisational Development).
• Seek assurance that that the transformation and improvement agenda, through the Business Team and underpinning strategies, is fully integrated into the Board Assurance Framework and supporting risk registers and that the process integrates with developing the Trust’s existing key strategies and annual plans e.g. clinical services strategy, people strategy, procurement strategy, estate strategy, digital strategy and annual business plans.
• Remain cognisant of the Trust’s risk register and particularly those risks classified as high level (‘red’), and seek assurance that those risks have been reflected in the strategic plans going forward.
• Ensure that there is alignment/synergy with the Trust’s Communication and Engagement Strategy with regard to Transformation and Improvement Programme/Projects.
• Act as gatekeepers for and authorisers to proposed changes to the scope of the Transformation and Improvement Programme.
• Assure the effectiveness of the project governance in the delivery of the transformation and improvement schemes.

9. Reporting arrangements

The Committee Chair shall report formally to the Board of Directors on its  proceedings after each meeting on all matters within its duties and responsibilities.

The Committee shall make whatever recommendations to the Board of Directors it deems appropriate on any area within its remit where action or improvement is needed.

The Committee will receive assurance reports/minutes from the following meetings:

• People Committee;
• Digital Strategy Committee;
• Innovation Panel;
• Operational Delivery Groups.

The Committee will report annually to the Board of Directors in respect of fulfilment of its functions as set out in these terms of reference (including reviewing and updating membership as necessary).

10. Authority

The Committee is authorised by the Board of Directors to take action in respect of any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

The Committee is authorised by the Board of Directors to obtain outside legal or other independent professional advice and to secure the attendance of persons external with relevant experience and expertise if it considers this necessary.

11. Review

The function and scope of the Committee against these terms of reference will be reviewed annually.