By the Deloitte Board Advisory Practice

As a non-executive director on an NHS Trust Board I know first-hand the speed and effectiveness with which my Board has adopted new ways of working. I have personally been humbled and awed by how our executives have responded. However, it always helpful to understand what other Boards are doing so I’m pleased to be able to feature as our blog this week this article from my colleagues in our Deloitte Board Advisory practice.

New ways of working

Over the last few weeks the COVID-19 crisis has unfolded at extraordinary pace, causing everyone to fundamentally rethink priorities and redefine ways of working. The boards of NHS provider organisations are no exception. Ways of working are being adapted, processes simplified, and authority delegated. A crucial decision for executive leaders has been to determine the role of the board during these unprecedented times. This week’s blog by members of our Deloitte Board Advisory Practice provides advice for board leadership on how best to respond to the common challenges they face.

Responding to COVID-19

Boards of NHS provider organisations have responded with urgency. From our discussions with a number of providers around the country, it is clear that there has been a rapid response to these unprecedented times to bring about new ways of working. Commonly adopted initiatives include:

• moving to video-conferencing for board and committee meetings, along with defining revised protocols for board etiquette
• revisiting agendas and forward plans to determine what is absolutely necessary, which in many cases has led to a reduction in both meeting content, along with a reduction in the frequency of meetings
• minimising the number of additional attendees/presenters invited to the meetings, and in some instances redefining meeting quoracy
• revising Standing Financial Instructions (SFIs) and Standing Orders (SOs) to ensure they enable sufficient autonomy to the executive team at a time when pace is key.

Sharing best practice

Despite these commonly adopted initiatives, it is apparent from our discussions with NHS provider boards, as well as boards in other sectors, that there is no blueprint for governance in these times. As a result, NHS providers are developing a number of innovative approaches devised to increase flexibility, whilst also maintaining rigour.

Outlined below is an overview of ten approaches that providers are taking, to assist boards as they continue to adopt and refine their own approaches:

1. Board led change: a number of providers have formally set out the options for changing governance arrangements during COVID-19 in a paper to their board for discussion and approval. These typically include: the rationale for the changes being proposed; reference to the provider’s SOs; alignment with relevant NHS Improvement/England guidance; reference to other forums that have considered the paper; and the timescale for further review of the interim governance arrangements. This is a critical document which ensures that all board members are clear on the rationale for the changes made. Several providers have subsequently shared this document with their Council of Governors as part of their governance communications.
2. Consent Agenda: under this approach, some of the board papers are placed onto a separate section of the agenda (“the Consent Agenda”) with a working assumption that they will not be subject to any detailed debate during the meeting unless specifically requested. This includes items that do not require any discussion or debate, such as routine matters or items that have been subject to extensive debate at committee level with no concerns to be raised to the board. This can assist in ensuring that traditional board level items receive coverage at board level, whilst also streamlining the time taken.
3. Meeting efficiency: with meetings being held virtually, there are a number of ways in which efficiency can be improved. Examples include:
   • inviting board members to submit questions in advance of board or committee meetings. A written response is then received ahead of the meeting, which can be explored further, but only if necessary. This minimises meeting time and enables the response to be quickly incorporated into the minutes
   • improving the focus of the meeting by holding a preparatory call with Non-Executive Directors (NEDs) a few days in advance to discuss the key risks, pertinent issues and lines of enquiry. This is not intended to ‘stage manage’ the meeting, rather to ensure that there is a highly effective and efficient approach to discussion, coupled with ample opportunities for additional or follow-up questioning where relevant.
4. Post-board briefings: at present board meetings are largely being held in private, given the logistical challenges for members of the public to join. However, some boards are also enabling members of the public to dial in where requests are made in advance. Some are also endeavouring to publish a summary of the key matters on their website immediately after the board meeting to maintain communication with the public, patients, governors, and stakeholders.
5. NED briefings: one of the biggest challenges is maintaining contact and communications with NEDs during this lock-down period. We are aware of providers who have placed a lot of emphasis on this area. Examples include: NED/Executive Director (ED) buddy systems; weekly virtual meetings between each committee chair and their relevant ED, with a summary of pertinent points shared with the whole board by the committee chairs; and weekly virtual meetings with the Chair, CEO and NEDs to share pertinent information, including the provider’s response to COVID-19.
6. COVID-19 Risk Register: risk management continues to play a key role in managing the current crisis, and a number of providers have moved to maintaining a COVID-19 Risk Register. Similarly many providers have outlined steps which will be undertaken to update the Board Assurance Framework (BAF) for COVID-19 related strategic risks, including reputational risk, which are then being utilised to structure the meeting debate.
7. Consolidating committee meetings: many providers have moved to consolidate or reduce the frequency of meetings, balancing the time input required with ensuring that key issues are regularly reviewed. Examples include:
   • the Quality Committee reviewing key workforce aspects, such as staff resilience and welfare, to enable the Workforce Committee to stand down;
   • elevating agenda items that are considered riskier at this time, such as safeguarding in relation to clinicians returning to work; and
   • updating forward plans to enable non-critical agenda items to be delayed to typically quieter months in the board cycle, such as July and August.
8. Decision Logs: as outlined above, many providers have moved to review or revise their SFIs to enable greater levels of autonomy. Where this has occurred, they are maintaining a list of significant operational and strategic decisions taken during these revised measures, which can subsequently be shared with their board to ensure that visibility and transparency is maintained.
9. Ethics Committees: COVID-19 presents a number of critical decisions for providers in terms of patient treatment plans and use of resources. Furthermore, the situation presents many unchartered ethical questions regarding the care of patients in the community. To address these areas, many providers are establishing board level Ethics Committees (or modifying the Terms of Reference of existing forums). The Ethics Committee may include independent ethics expertise and is designed to provide sufficient oversight and assurance around the processes in place to oversee this critical topic, for both now and over the coming months. Decisions made by the Ethics Committee should be fully documented as noted above.
10. Board visibility: board visibility is more important than ever to boost the morale of staff that are under constant pressure, as well as to provide visible leadership to external stakeholders. Physical presence can be challenging due to capacity constraints and social distancing, leading many boards to turn to technology based solutions. This includes short video blogs by EDs (daily/twice weekly) and NEDs (weekly) on a rotational basis; webinars with each divisional leadership team (clinical and corporate) to discuss performance and concerns (including NED involvement); and sending weekly briefings to key external stakeholders.

Whilst these and other steps can be adopted by boards in order to increase flexibility, many of the changes which are currently being implemented at a time of crisis will in time offer insight and learning for boards beyond the current environment. Key will be ensuring that successful transformations remain embedded, and that new leaner ways of working can continue to be refined and built upon in the years to come.

It is also vital that, as well as the initial response phase, boards take time to plan ahead for the “new normal”, given the wide ranging implications for patients, staff and finances beyond the current situation.

We will be arranging a number of future webinars around these aspects. If you would like to be included in these sessions, please contact any member of the team below.

Jane Taylor - Lead Director, Deloitte Board Advisory Practice

Jane has extensive experience of working to develop Boards and governance arrangements across the NHS and broader public sector. Having worked with over 100 Boards and organisations she brings deep experience in different approaches, leadership styles, and governance processes and is driven by sharing these insights and experience in order to support organisations to continuously grow and innovate.

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John Murray - Director, Deloitte Board Advisory Practice

John has a wide range of experience in reviewing and developing organisational leadership and governance. He has a particular interest in financial governance, divisional leadership and medical engagement. He has also led several of our highest profile special investigations into governance failings on behalf of NHS Improvement.

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Lucy Bubb - Associate Director, Deloitte Board Advisory Practice

Lucy has extensive experience in reviewing and improving leadership and governance arrangements across the NHS as well as corporate, education and charitable sectors. She is keen to share learning and insight with all her clients, both within and across sectors. Lucy has a background in NHS finance and operational management.

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