1. Authority
1.1 The Performance Committee is constituted as a standing committee of the Board of Directors and has no executive powers, other than those specifically delegated in these terms of reference. Its constitution and terms of reference are set out below and can only be amended with the approval of the Board of Directors.
1.2 The Committee is directly accountable to the Board of Directors and is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee or contractor of the Trust and all employees and contractors are directed to cooperate with any request made by the Committee.
1.3 The Committee is authorised by the Board of Directors to secure the attendance of individuals and authorities from outside the Trust with relevant experience and expertise if it considers this necessary for or expedient to the exercise of its functions.
2. Purpose
2.1 The Performance Committee will provide assurance to the Board of Directors on the performance of the Trust across the range of performance indicators within the Integrated Performance Report, including on access standards, quality, workforce and finance. In so doing, it will seek assurance that appropriate progress is being made in implementing action plans put in place to address performance improvement required in relation to national standards, regulatory requirements and performance objectives agreed by the Board.
2.2 The Committee will also seek assurance that key performance risks, as included on the Board Assurance Framework and the Corporate Risk Register, are being effectively managed and mitigated.
2.3 The Performance Committee may remit more detailed review of any indicators of particular concern to other Board sub-committees as appropriate.
2.4 The Trust’s Audit Committee will retain overall responsibility for monitoring, reviewing and reporting to the Board of Directors on all aspects of governance, risk management and internal control. It will do so having regard to the assurance provided by the Performance Committee in undertaking its work programme.
3. Membership
3.1 The members of the Performance Committee shall be appointed by the Board of Directors and comprise:
- Three Non-Executive Directors
- Chief Operating Officer
- Medical Director
- Chief Finance Officer
3.2 One Non-Executive Director will be appointed as the Chair of the Performance Committee by the Board of Directors. Where possible, at least one Non-Executive member should also be a member of the Quality Committee and at least one should also be a member of the Workforce and Education Committee.
3.3 The Chief Executive will identify an Executive lead for the Committee.
3.4 A quorum shall be four members, comprising two Non-Executive Directors and two Executive Directors. In exceptional circumstances, an Executive Director member may send an appropriate nominated deputy in their place and this will count towards the quorum.
3.5 Members should make every effort to attend all meetings of the Committee and will be required to provide an explanation to the Chair of the Committee if they fail to attend more than two meetings in a financial year. If a member fails to attend more than three meetings in a financial year, the Chair of the Committee will consider with the Chair of the Trust the appropriate action to be taken. The Committee Secretary will monitor attendance by members and report this to the Chair of the Committee on a regular basis.
4. Attendance and secretariat
4.1 Other Trust staff will be invited to attend for specific agenda items with the agreement of the Chair of the Committee. Specifically the Chief Nurse and the Director of Workforce will attend meetings as required by the Chair of the Committee in accordance with items on the Committee’s work programme.
4.2 The Council of Governors may nominate up to two governors to attend each meeting of the Committee to observe proceedings. The observation of Board assurance committees by governors shall be subject to conditions agreed by the Board of Directors. The Chair of the Committee may in exceptional circumstances exclude governors from being present for specific items.
4.3 The Director of Corporate Affairs will ensure that the Trust Secretariat provides a Secretary to the Committee and appropriate administrative support to the Chair and committee members. This will include agreement of the agenda with the Chair and Executive leads, collation and circulation of papers, producing the minutes of the meetings, keeping a record of agreed actions and follow up, and advising the Chair and members of the Committee as appropriate.
5. Frequency of meetings
5.1 Meetings will generally be held on a monthly basis, with at least 11 meetings per year. The meetings will be scheduled in advance of the Board of Directors’ meeting.
5.2 The Chair may convene additional meetings of the Committee if necessary to consider business that requires urgent attention.
6. Reporting
6.1 The Performance Committee will receive a regular report covering issues escalated by the Management Executive, taking account of discussions at the monthly performance review meetings with divisions. The Committee will also receive regular exception reports from any sub-committee it establishes.
6.2 The minutes of the Performance Committee’s meetings will be circulated for information to all members of the Board of Directors. An exception report will be presented to the next meeting of the Board of Directors following each Committee meeting to draw attention to any matters that require disclosure or escalation to the Board, specifically where there is a lack of assurance in any aspect of performance.
6.3 The Performance Committee will provide an annual report to the Board of Directors on the effectiveness of its work and findings, including its review of relevant Board Assurance Framework entries. This will be based on an annual effectiveness review to be undertaken by the Committee which will inform its forward work plan.
7. Review
7.1 The terms of reference will be reviewed by the Committee and approved by the Board of Directors at least every two years.
8. Specific duties
8.1 Review the performance of the Trust on a monthly basis across the range of performance indicators within the Integrated Performance Report, including on access standards, quality, workforce and finance. Scrutinise key indicators where performance is deteriorating and/or is off-trajectory and seek assurance that appropriate actions are being taken to bring performance back to trajectory.
8.2 Review the Trust’s performance against any other key metrics and performance indicators required by NHS England and seek assurance that appropriate actions are being taken to bring performance back to trajectory where applicable.
8.3 Review the development of the Trust’s Operational Plan and other relevant regulatory submissions prior to submission to the Board of Directors for approval.
8.4 Review performance against the Trust’s financial plan including delivery of the Cost Improvement Programme and the capital programme.
8.5 Seek assurance that key performance risks, as included on the Board Assurance Framework and the Corporate Risk Register, are being effectively managed and mitigated.
8.6 Provide scrutiny of the development of the Trust’s Long Term Financial Model and Plan.
8.7 Review business cases with a value over £4 million and make recommendations to the Board of Directors on approval.
8.8 Receive an annual report on the structures, systems, processes and controls in place in relation to Emergency Preparedness, Resilience and Response, and approve the annual submission to NHS England on behalf of the Board of Directors.
8.9 Receive a twice yearly report on the structures, systems, processes and controls in place in relation to estates management.
8.10 Receive a twice yearly report on the structures, systems, processes and controls in place in relation to eHospital.
8.11 Receive and review reports on significant concerns or adverse findings highlighted by regulators, peer review exercises and other external bodies in relation to areas under the remit of the Committee, seeking assurance that appropriate action is being taken to address these.
8.12 Review any performance issues referred to the Committee by the Board of Directors.
8.13 Develop an annual work programme agreed by the Committee to discharge the duties as set out above.
8.14 Undertake an annual review of the effectiveness of the Committee to inform the Committee’s annual report to the Board of Directors and the following year’s work programme.
8.15 Undertake any other responsibilities as delegated by the Board of Directors.
Date approved
18 January 2023
Approved by
Board of Directors
Next review date
January 2025