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Disclosure and corporate governance arrangements - annual report

(References denotes Monitor Code of Governance provisions)

The Annual Report (which is published after the laying before parliament; usually July) will record the following:

A.1.1    A statement of how any disagreements between the council of governors and the board of directors will be resolved. The annual report should include this schedule of matters or a summary statement of how the board of directors and the council of governors operate, including a summary of the types of decisions to be taken by each of the boards and which are delegated to the executive management of the board of directors;

A.1.2    A statement identifying the chairperson, the deputy chairperson (where there is one), the chief executive, the senior independent director and the chairperson and members of the nominations, audit and remuneration committees. It should also set out the number of meetings of the board and those committees and individual attendance by directors;

A.5.3    A statement identifying identify the members of the council of governors, including a description of the constituency or organisation that they represent, whether they were elected or appointed, and the duration of their appointments. The annual report should also identify the nominated lead governor.

B.1.1    The names of the non-executive director it considers to be independent, with reasons where necessary;

B.1.4    A description of each director’s skills, expertise and experience. Alongside this, in the annual report, the board should make a clear statement about its own balance, completeness and appropriateness to the requirements of the NHS foundation trust;

B.2.10    A separate section of the annual report should describe the work of the nominations committee(s), including the process it has used in relation to board appointments;

B.3.1    The chairperson’s other significant commitments should be disclosed to the council of governors before appointment and included in the annual report. Changes to such commitments should be reported to the council of governors as they arise, and included in the next annual report;

B.5.6    The annual report should include a statement as to how Governors have canvassed the opinion of the trust’s members and the public, and for appointed governors the body they represent, on the NHS foundation trust’s forward plan, including its objectives, priorities and strategy, and their views should be communicated to the board of directors.

B.6.1    A statement explaining how performance evaluation of the board, its committees, and its directors, including the chairperson, has been conducted, bearing in mind the desirability for independent assessment and the reason why the NHS foundation trust adopted a particular method of performance evaluation.

B.6.2    Where an external facilitator is used for reviews of governance, they should be identified and a statement made as to whether they have any other connection with the trust.

C.1.1    The directors should explain in the annual report their responsibility for preparing the annual report and accounts, and state that they consider the annual report and accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for patients, regulators and other stakeholders to assess the NHS foundation trust’s performance, business model and strategy. There should be a statement by the external auditor about their reporting responsibilities. Directors should also explain their approach to quality governance in the Annual Governance Statement (within the annual report);

C.1.2    A statement from the directors that the business is a going concern, with supporting assumptions or qualifications as necessary;

C.2.1    A  statement that the board has conducted a review of the effectiveness of its system of internal controls;

C.2.2    A statement disclosing (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

C.3.5    Where the council of governors does not accept the audit committee’s recommendation on the appointment, reappointment or removal of an external auditor, the board of directors should include in the annual report a statement from the audit committee explaining the recommendation and should set out reasons why the council of governors has taken a different position;

C.3.9    A separate section of the annual report should describe the work of the audit committee in discharging its responsibilities. The report should include the significant issues that the committee considered in relation to financial statements, operations and compliance, and how these issues were addressed; an explanation of how it has assessed the effectiveness of the external audit process and the approach taken to the appointment or re-appointment of the external auditor, the value of external audit services and information on the length of tenure of the current audit firm and when a tender was last conducted; and if the external auditor provides non-audit services, the value of the non-audit services provided and an explanation of how auditor objectivity and independence are safeguarded;

D.1.3 Where an NHS foundation trust releases an executive director, for example to serve as a non-executive director elsewhere, the remuneration disclosures of the annual report should include a statement of whether or not the director will retain such earnings.

E.1.4    Contact procedures for members who wish to communicate with governors and/or directors should be made clearly available to members on the NHS foundation trust's website and in the annual report;

E.1.5    The steps the board has taken to ensure that the members of the board, and in particular the non-executive directors, develop an understanding of the views of governors and members about the NHS foundation trust, for example through attendance at meetings of the council of governors, direct face to face contact, surveys of members’ opinions and consultations.

E.1.6   The board of directors should monitor how representative the NHS foundation trust's membership is and the level and effectiveness of member engagement and report on this in the annual report.

In addition the annual report will outline areas of partial or non compliance with Monitor's code of governance with an accompanying explanation and what measures have been taken to limit risk.

Annual report

Read more about our performance and services in our 2017/18 annual report:

2017/18 annual report

Poole Hospital NHS Foundation Trust, Longfleet Road, Poole, Dorset BH15 2JB. Tel: 01202 665511

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