NHS Foundation Trusts: A Governor’s Tale part 1

My period as an NHS trust volunteer governor is nearing an end and now is the time to write a few words about the experience. I was an elected governor at Berkshire Healthcare NHS Trust and for over 9 years represented the constituency of Reading. I was Lead Governor for 5 or 6 years. This first of three articles describes how I became a governor and discusses some of the processes by which governors hold the Trust to account. I will reflect on my experiences and the value of this management model in following pieces.

Julian Emms at Berkshire Healthcare 2023 AGM welcomes New Blood and pays tribute to the Old!

In my earlier working life as a European IT manager there were irregular networking opportunities with people in similar jobs from all over the continent. A small group from the UK Midlands had become non-executive directors in their local NHS Foundation Trusts – “It is very interesting, and not difficult. A chance to give something back, without too much of a commitment!”.

This was impossible for me with an over-busy work schedule. But as I approached retirement I became a member of my local NHS foundation trust. At this time my knowledge of the NHS was confined to my GP’s practice, and the large acute hospital in the nearby town.

Days before I retired a letter came in the post inviting my to become an NHS Governor. What is this? I had no idea. I found the hospital website and saw that the leader of the governors was the Chairman of the Trust, but nowhere could I find the description of the role.

The letter, which had arrived on a Thursday, required an application by the following Tuesday. After completing the form and posting it back I sent an email to the Chairman of the Royal Berkshire Hospital. I explained I was a candidate and asked for some information about the role. Quite soon I received a polite reply thanking my for my enquiry and interest in the Royal Berkshire Hospital. He noted that they were not recruiting governors. Perhaps I had found some information from a previous campaign?

The same? Or different?

What had I applied for? I soon found that there was another local NHS trust – Berkshire Healthcare Foundation Trust (BHFT) – it was they who would receive my application. I searched their website and found a section on governor business where I could see that all was not well! There was a prominent governor who was in dispute with Berkshire Healthcare. He was an ex-employee, and he was proposing himself as Lead Governor. This was clearly a conflict of interest. It should not have been allowed to arise, and needed sorting out. My interest was piqued!

It seems most of the population of Berkshire has no idea what Berkshire Healthcare Trust is. In fact the Trust does almost everything except GP and acute hospital business. More than 100 services are delivered across the county falling into two categories – Mental Health, and Community Healthcare.

My first year was marked by the time devoted to removing the ex-staff member from the Governors council. This was an onerous business, with several steps requiring a council meeting with quorum out of the 32 members to hear evidence and listen to the appeals by him and his supporters. Immediately he was gone we changed the constitution to make it easier to deal with such conflicts.

Its all about governance

NHS Foundation Trusts were established by the Health and Social Care (Community Health and Standards) Act in 2003. The act incorporated a process for community representatives to scrutinise the operation of Trusts working in their area. To this end the structure of an NHS Trust includes a Council of Governors which is positioned next to the main Board of Directors.

The Council comprises publicly elected members which are in a majority, and appointed members. In the case of Berkshire Healthcare there is a total of 32 governors. Each of 6 local authority areas have 3 elected representatives. Appointed members include a representative from each of 6 local councils, the local university, and a couple of charities. In addition there are 4 seats allocated to staff representatives.

Foundation Trusts have a supervisory Board of Directors. This includes the most senior management of the organisation, but they are in a minority to the non-executive directors (NEDs) who sit alongside them. The governors’ role is to ‘hold the board to account’ on behalf of the communities which the Trust serves. In part they do this through communication with the NEDs, including the Chairman who are all recruited by the governors. They are expected to keep a channel of communication open with governors so that their effectiveness remains visible to outsiders.

BHFT CEO Julian Emms in Photo-Op with four of the Governors

‘Holding to account’ is a strange term, but it is given a bit of substance by the requirement that various statutory reports from the Trust are presented to governors in a meeting where they are able to ask questions and make comments.

Tools for Governance

Governors carry out their role through a series of meetings. The number and type of meetings vary from Trust to Trust. Governors are expected to attend at least 4 ‘full council’ meetings in a year. In BHFT there are around 40 scheduled meetings which governors can selectively attend according to their interests.

All Foundation Trusts have four quarterly ‘statutory’ meetings where management report to the Council of Governors. These are generally open to the public. BHFT supplement these with 4 intermediate meetings which provide more opportunities to communicate with the management and especially the non-executive directors. These typically have a program of presentations about Trust services, governor Q&A sessions, management briefings on strategy and workshop-type activities with the NEDs.

The main Board of Directors will meet regularly; BHFT have 10 meetings a year. The 6 most senior managers together with 6 NEDs and the Chair come together to discuss the performance of the Trust. They receive reports from section leaders addressing strategic issues. The majority of the board meetings are open to the public and in BHFT we schedule a rota of governors to observe and report back to their colleagues on matters of interest. This process also allows us to see the NEDs in action – which is an important part of our role.

Most Trusts have a number of governor committees where specific interests can be pursued with the support of Trust staff. When I joined BHFT we had 6 groups. Four of them – ‘Strategy’, ‘Quality’, ‘Public Engagement’, and ‘Living Life to the Full’ each had 4 meetings scheduled over the year. These groups were open to all governors who could join as ‘members’ or just observe the occasional meeting. In addition there is an Appointment & Remuneration Committee which has the role of recruiting non-Exec directors; and also a Key Member group (with another name, which currently escapes me) which was called together occasionally for testing ideas or preparing drafts of governors policy prior to consulting the whole council.

The table below lists the many recurring meetings for governors where they can learn about Berkshire Healthcare.

MeetingFrequency /year
Full Council4Formal reports from Trust managementAll governors, Trust Chair, CEO and selected members of senior team (depending on reporting)Statutory, in public
Informal Council4Presentations by Services, Q&A, workshop discussions with NEDAll governors, trust Chair, CEO, NEDs
Quality4Review patient experience and quality reports; complaints; governor service visitsGovernor chair, governor members, Rep for director of nursing
Strategy3Trust 3/5 year plan; global NHS issuesTrust chair / LG, CEO, governorsStopped with new chair 2017
Membership & Public Engagement4Governors & Trust at public events; membership stats; Trust newsletterGovernor Chair, governor members, company secretary & rep from Trust Comms team
Living life to the Full4Partnership workingGovernor chair, governors, and external invitees
Appointments & Remuneration4 per apptmtNED recruitment (including Chair), review appraisals and remuneration proposalsTrust Chair, Lead Governor, plus one each of appointed, staff, public governors
KeymanadhocIssue management / discussion prior to involvement of all governorsLG plus two other governors – often Chair from each governor groups. Often to include Chairman depending on issue discussed.
Main Board10Trust performance & strategyBoard membersIn public, rota of governors to observe
Regional Management meetings3-4Senior managers in each region of the Trust get together on a monthly basis to review performance and tackle local issuesStakeholders including governors are invited to the first hour or two for some of the meetingsThe process was stopped during Covid
Service VisitsAny numberVisits to services to talk to staff and patients – ‘observing quality with non-professional eyes’Organised by pairs of governorsOutside the formal council meetings this is the most important activity for governors
Staff EventsadhocStaff conferences and award ceremonies can involve governorsStaff with governors as ‘fly on the wall’Stopped with current chairman
Annual General Meeting1This is billed as a Members Meeting’ with a summary report from the CEO and Lead Governor and a couple of service presentationsAll members are invited. (around 7000 non-staff members),In practice because of poor public engagement by the Trust very few attend
OtheradhocThere are a number of NHS required inspections such as ‘15 steps’ and ‘place assessment’.members of the public who may be governors

Formal Council meetings

Each quarter a formal meeting is held. All governors are expected to be there – in fact it was very rare for all to attend. The Chairman of the Governors and hence Chair of this meeting is the Chairman of the main Board. Representing management is the CEO and 3 or 4 members of his top team. The agenda is mostly fixed by the needs of management to report to the governors about specific subjects – the internal and external audit, the quality account, the annual strategy update and so on. In addition reports are taken from the governor committees, and approval is sought on new appointments for NEDs. These meetings are open to the public although in my experience over 9 years there were no uninvited guests in attendance. Two hours is allocated and there is never enough time to answer all governors’ needs. Since Covid Governor Meetings have been online and recordings and papers are available on the website.

Informal Council meetings

There are four Informal meetings. All governors are invited, as are Non-Executive directors. Management is again represented by the CEO and some of his team. The agenda for these sessions is flexible and dictated partly by the requirements of the Governors, and partly by the whim of the Chair. Typical contents include a Q&A session, presentations by staff about services or particular strategic initiatives, educational sessions, and developments in the NHS. NEDs are involved in small group work – either just for communication or for collecting governors view on strategy and issues. Again two hours is allocated and again it is never enough time to answer all governors needs.


This group provided a forum for senior management to present ideas about overall strategy to governors. It was also a useful occasion for explaining about the evolution of different services which are constantly in flux in the NHS. New methods such as co-production for devising clinical pathways, and ‘pinch-points’ like the link between the community mental health teams and social services have more time for explanation and discussion in such a group. It also allows the Trust to achieve one of their statutory objectives to consult with governors about strategy. The sessions were chaired by the Trust Chair or Lead Governor. This meeting was disbanded by a new Chair when he joined the Trust, probably at the request of the CEO.


The Quality Group is chaired by a governor elected by members of the group and supported by a senior representative of the Director of Nursing. It is a focus point for governor visits to services – they are tasked with ‘looking at quality with non-professional eyes’ (see Service Visits below) – and are encouraged to write a report about their visit and present it here. The group receives regular patient experience reports including detailed information about formal complaints. The agitation of this group over many years has resulted in a report on waiting times which is now also shared at Board Meetings. The team can request further information from clinical and administrative staff about issues raised.

Membership and Public Engagement

Public Governors are elected from the pool of members, so naturally they are interested in the progress of member recruitment. The meeting is chaired by a governor elected by members of the group. Support is provided by the Trust Communications team and a senior manager – most recently the Company Secretary. When the Trust takes part in public events this is a good opportunity for recruitment of new members, so again this is something of special interest to Governors. The field of membership is a measure of public engagement by the Trust and interest by the public. To measure the effectiveness of the Trust’s engagement with the public the demographics of the membership are scrutinised each quarter. There is a cost associated with each member – this serves to provide an artificial limit to number of members the Trust will tolerate.

Living Life to the Full

This group has a wide remit and has become a forum for governors to learn about services provided in the community by third parties. Meetings and visiting speakers are organised by the governor who is Chair of the group.

Appointment and Remuneration

This group has a fixed membership and is responsible for the recruitment of non-executive directors and reviewing their performance and remuneration. It is led by the Chair of the Trust except when discussing matters related to recruiting a Chair or performance of the Chair. Although this is a governor committee, the Chair likes to be firmly in control of recruitment of fellow non-execs. There is a reliance on agency support to provide candidates.

Regional Management Meetings

BHFT operates over a wide area with elected governors from 6 different local authorities. In order to properly represent the needs of members of the communities in which the Trust operates it is desirable to understand the local issues that the Trust struggles with. For this reason I have long advocated that local senior management engage with governors on a regular basis to provide an update on their priorities and answer questions. Prior to Covid there was sporadic quarterly invitations to participate in the staff monthly management meetings in both East and West. This process was due to restart, but has not to date.

Service Visits

BHFT has a very wide range of services and seeing how the Trust operates on the front line is essential for both governors and non-Execs. To get an good understanding in a limited period of time is a challenge. I advocate attending a weekly team meeting. This provides an overview of operational issues and the people involved. These typically take 2-3 hours depending on the type of discussion. In addition a visit to the service in operation with the opportunity to talk to staff and patients shows how things work in practice. Again a couple of hours at least is required for a meaningful experience.

Staff Events

There is a wide range of staff events. Some of them celebrate the performance of the Trust, some are vehicles for sharing best practice. There are working groups who come together to work on a project – for example new patient pathway or patient feedback mechanism, or the development of a Carers Strategy. There is also a wide range of training activity that take place throughout the Trust. All these provide opportunities for governors to engage with the staff and learn about the operation of the Trust.


This group met rarely in my experience – only 3 or 4 times. The members were self-selected from the Lead Governor and the Chairs of the Governor Committees or sometimes appointed by the Trust Chair for a specific task. The purpose is to tackle a sensitive subject and reach a preliminary conclusion prior to involving other governors. Typical subjects may be consideration of the suspension of a governor or non-exec or the reorganisation of a process or governor committee.

Main Board Meeting

BHFT has monthly board meetings. Most of them are open to the public, there are two however described as ‘discursive’ and these are private. Governors usually have a briefing about these two from the Chair. The open meetings are available for governors to be present as observers and indeed we have established a rota so that each meeting is seen by a governor representative. The meetings are online and are recorded, so both papers and a visual record are available from the website.

Annual General Meeting

Trusts are required to present certain information to the public on an annual basis. It is not exactly clear if a Governors’ Council meeting in public is enough to fulfil this requirement and most Trusts combine this function with a “Members’ AGM”. BHFT prepare an agenda every September with the necessary summary financial information and a brief report of the CEO. In addition there is a report from the governors and presentation from each of two services. Public attendance for BHFT at these events is minimal and reflects the lack of public engagement.

A (Lead) Governor’s Diary

This copy from my calendar gives a practical insight of governor activity over a 3 month period ==> link here. In fact all governors are different and their level of commitment and activity varies tremendously, at this time in BHFT this represents a higher level of activity than the average governor.

A Trust like Berkshire Healthcare which covers a range of community services as well as mental health provides a tremendous insight into the scope of the NHS.

In the next section I will describe some aspects of evolution of the Governors role in BHFT.

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