Council of Governors

The role of a Governor

Under the Health & Social Care Act (2012), the duties of Governors are clearly defined:

• To hold the non-executive directors individually and collectively to account for the performance of the Board of Directors, and
• To represent the interests of the members of the Foundation Trust as a whole and the interests of the public
• Represent the views of patients, carers, the public, stakeholders and staff to our Board of Directors
• Assist our Trust's development as an effective social enterprise
• Develop networks for engaging the wider community, including minority groups, in our activities, plans and services

The Council of Governors - Statutory Duties
The statutory duties of NHS Foundation Trust Governors are set out in the National Health Service Act 2006 and the Health and Social Care Act 2012. The duties are as follows:
From the National Health Service Act 2006:

• Appoint and, if appropriate, remove the Chair;
• Appoint and, if appropriate, remove the other Non-Executive Directors;
• Decide the remuneration and allowances, and the other terms and conditions of office, of the Chair and the other Non-Executive Directors;
• Approve the appointment of the Chief Executive;
• Appoint and, if appropriate, remove the NHS Foundation Trust's external auditor; and
• Receive the NHS Foundation Trust's annual accounts, any report of the auditor on them and the annual report.

In addition, in preparing the NHS Foundation Trust's forward plan, the Board of Directors must have regard to the views of the Council of Governors.
From the Health and Social Care Act 2012:

• Hold the Non-Executive Directors individually and collectively to account for the performance of the Board of Directors
• Represent the interests of the Members of the Trust as a whole and of the public.
• 'Significant transactions' must be approved by the Governors. Approval means that more than half of the Governors voting agree with the transaction. The trust may choose to include a description of 'significant transactions' in the Trust's constitution.
• The Council of Governors must approve* an application by the Trust to enter into a merger, acquisition, separation or dissolution.
• Governors must decide whether the trust's private patient work would significantly interfere with the trust's principal purpose i.e. the provision of goods and services for the health service in England or the performance of its other functions.
• The Council of Governors must approve* any proposed increases in non-NHS income that equate to 5% or more of total trust income in any financial year.
• Amendments to the trust's constitution must be approved* by the council of Governors.

*Approval means more than half of the Governors voting agree
The Governors are responsible for representing the interests and views of members, monitoring the performance of the Trust, ensuring high standards are maintained.
Governors receive training for their role, and are supported by our Membership Office in representing and communicating with their constituents. Governors are unpaid but can claim limited expenses, such as travel incurred whilst carrying out their duties. They carry out these duties and responsibilities under the guidance of the Chair, who is the link between the Council of Governors and the Trust's Board of Directors.

Further information
To find out more about the role of a Governor, please read our Information for Potential Governors Handbook.

If you would like a printed copy of this document, or you would like a printed copy of this document please contact the Membership Office on 01225 821262 or 01225 826288

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