This page sets out the terms of reference for the Board with links to committees and minutes.
Our organisation is governed by a non-statutory, unitary decision-making board made up of executives and non-executives.
The Board's core purpose is to make collective decisions on the strategic direction and performance of the PHSO The Board does not make individual casework decisions.
Terms of reference
The purpose of the Board is to make collective decisions on the strategic direction and performance of the PHSO service.
The Board is a non-statutory unitary Board established at the discretion of the Ombudsman. To deliver its role, the Board focuses on:
- Strategy, planning and policy
- Development of the organisation to deliver its strategic aims
- Governance, including risk and assurance
- Performance, including financial, service quality, and operations
The Board has no responsibility for individual casework decisions or investigations. These remain the responsibility of the Ombudsman, managed within the Scheme of Delegation.
Matters reserved for the Board include:
- Vision, mission, strategy and key policies
- Annual business plan and budget
- Annual Report and Accounts
- All non-pay expenditure above £500k whether a single item, over the life of a single contract or constitutes the total cost of a project.
The personal accountability of the Ombudsman derived from statute is pre-eminent. Reflecting this statutory accountability, the Ombudsman has the right to disagree with Board decisions but will do so as a last resort and should put reasons in writing to the Board.
Frequency of meetings
The Board will meet at least seven times per year for general business. Four meetings will consider the Quarterly Corporate Performance Report after the end of each quarter. A meeting in the spring will agree the Business Plan and budget for the forthcoming business year.
A special meeting will be held to sign off the Annual Report and Resource Accounts. A Business Planning away day will be held in the autumn to consider strategic priorities for the period ahead. One of the Board meetings each year will include a Board effectiveness review.
Minutes of Board meetings will be drafted and circulated within 21 calendar days. Minutes will be submitted to the next ordinary Board meeting for approval.
Where circumstances permit, staff members will be invited to observe the unrestricted part of the meeting (up to five staff members per meeting). The PHSO Board will operate in an open and transparent fashion, publishing minutes except where confidentiality necessitates discussions being held in private, or for some other special reason such as commercial sensitivity.
The Chair will be taken at all Board meetings by the Ombudsman. If for any reason the Chair is absent from a meeting of the Board, the meeting will be chaired by the Senior Independent Director (SID).
The membership of the Board consists of both executive and non-executive members, with non-executive members in the majority. Total members will not exceed 13, including the Chair. Directors attend Board meetings to provide advice in respect of their areas and contribute to discussions. The Chair may appoint a Senior Independent Director (SID). The duties of the SID are:
- Act as a sounding board for the Chair on board matters
- Be the focal point for board members for any concerns regarding the Chair, or the relationship between the Chair and the Chief Executive
- When asked by the Chair and Board, the SID will act as the main point of contact with Parliament for the appointment of a new Chair
- Review and approve the Chair’s expenses
A Board member may resign their position on the Board by giving 30 days' notice in writing to the Chair.
Appointment to the Board
Non-executive members will be appointed by the Board, on the recommendation of the Remuneration and Nominations committee for a term of no more than three years, renewable for one further term only. Appointment will be through an open and transparent recruitment and selection process.
The Chief Executive and Chief Operating Officer will be ex-officio executive members of the Board. The Chief Executive and Chief Operating Officer will be appointed by the Board on the recommendation of the Remuneration and Nominations Committee. The Remuneration and Nominations Committee will determine the recruitment and selection process. For the Chief Operating Officer, the Chief Executive will be a member of the selection panel.
The quorum will be five and non-executives must be in the majority. A meeting of the Board shall stand adjourned if fewer than five Board members are present. Where a meeting becomes inquorate, business transacted before the meeting was inquorate will not be invalidated by the later lack of quorum.
The Board will conduct an annual review of its own effectiveness in respect of these functions, including a review of its own and Committee terms of reference.
Minutes of Board meetings
We hold quarterly board meetings. Board minutes are approved at the following Board meeting and then published on our website.
Board minutes shared here may have had some passages or paragraphs removed. Removed sections relate either to information which:
- is intended for future publication, or
- is likely to prejudice the effective conduct of affairs if disclosed.
Sections that have been removed are clearly indicated by empty square brackets like this [ ]. If more than one paragraph has been removed, gaps between the numbered paragraphs will remain. This means that if paragraphs are numbered 3.1, 3.2, and 3.7, the entire contents of paragraphs 3.3 to 3.6 have been removed.
Where the removal of text means that nothing sensible remains, short explanatory text has been added to help you to understand what was discussed. This text appears in red italics.
At some meetings, the Board may consider items identified as internally confidential which are largely relating to employment, contractual or personnel issues. These are not routinely published.
- 15 December 2021 (PDF 110KB)
- 29 September 2021 (PDF 113KB)
- 7 July 2021 (PDF 94KB)
- 25 June 2021 (PDF 124KB)
- 24 March 2021 (PDF 120KB)
- 18 February 2021 (PDF 105KB)
- 27 January 2021 (PDF 101KB)
- 17 December 2020 ( PDF 122KB)
- 1 October 2020 (PDF 211KB)
- 9 July 2020 (PDF 95 KB)
- 18 June 2020 (PDF 135KB)
- 19 March 2020 (PDF 133KB)
- 30 January 2020 (PDF 120KB)
- 12 December 2019 (PDF 143KB)
- 1 October 2019 (PDF 141KB)
- 11 July 2019 (PDF 77 KB)
- 13 June 2019 (PDF 134KB)
- 27 March 2019 (PDF 152KB)
- 31 January 2019 (PDF 109.22 KB)
- 25 October 2016
- 29 September 2016
- 26 July 2016
- 20 June 2016
- 26 April 2016
- 9 March 2016
- 20 January 2016
We have three constituted committees which report to the Board. Their role is to support the Board in monitoring and scrutinising specific areas of governance, policy and performance.
Committee membership is made up of non-executive members of the Board and non-executives independent of the Board.
Board Committees do not make individual casework decisions.
Audit, Risk and Assurance Committee
The Audit, Risk and Assurance Committee supports the Board, specifically the Ombudsman and Chief Executive, as Accounting Officer and Accountable Officer, respectively, in monitoring the adequacy of the Office's corporate governance and control systems. It meets at least four times a year.
- Linda Farrant, non-executive Board member (Committee Chair)
- Ram Gidoomal, non-executive Board member
- Anu Singh, non-executive Board member
- Amerdeep Somal, non-executive Board member
Remuneration and Nominations Committee
The Remuneration and Nominations Committee agrees pay and performance review arrangements for Executive Directors and agrees their annual individual pay awards. It meets around twice a year.
- Alex Allan, non-executive Board member (Committee Chair)
- Elisabeth Davies, non-executive Board member
- Linda Farrant, non-executive Board member
- Ram Gidoomal, non-executive Board member
The Quality Committee provides critical assessment and challenge to the Executive Team on matters related to quality. It meets four times a year.
- Dean Fathers, non-executive Board member (Committee Chair)
- Alex Allan, non-executive Board member
- Carolyn Hirst, non-executive Board member