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The Board

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

Purpose

The purpose of the Board is to make collective decisions on the strategic direction and performance of the PHSO service.

Responsibilities

To deliver its role, the Board will focus 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 £100k whether a single item or over the life of a contract.

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 review the Strategic Plan and Business Plan and consider strategic priorities for the period ahead. One of the Board meetings each year will include a Board effectiveness review.

Reporting

Minutes of Board meetings will be drafted and circulated within fourteen days.  Minutes will be submitted to the next ordinary Board meeting for approval.

Access

When ordinary Board meetings are held, 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.

Membership

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.  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.

Executive members will be ex-officio executive members of the Board. The Chief Executive and executive directors 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 executive directors, the Chief Executive will be a member of the selection panel.  

Quorum

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. 

Effectiveness reviews

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.

Minutes


2019



2018



2017



2016 



2015 



2014 



2013 


Committees

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.

Membership:

  • Alan Graham MBE, non-executive Board member (Committee Chair)
  • Ram Gidoomal, non-executive Board member
  • Ruth Sawtell, non-executive Board member
  • Alison White, non-executive member independent of the Board and qualified accountant.

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.

Membership:

  • Ruth Sawtell (Committee Chair)
  • Alex Allan, non-executive Board member
  • Ram Gidoomal, non-executive Board member
  • Elisabeth Davies, non-executive Board member.  
  • Quality Committee
  • The Quality Committee provides critical assessment and challenge to the Executive Team on matters related to quality. It meets four times a year.

Membership:

  • Elisabeth Davies, non-executive Board member (Committee Chair)
  • Dr. Julia Tabreham, non-executive Board member
  • Dean Fathers, non-executive Board member
  • Sir Alex Allan, non-executive Board member

Quality Committee

The Quality Committee provides critical assessment and challenge to the Executive Team on matters related to quality. It meets four times a year.

Membership:

  • Elisabeth Davies, non-executive Board member (Committee Chair)
  • Dr. Julia Tabreham, non-executive Board member
  • Dean Fathers, non-executive Board member
  • Sir Alex Allan, non-executive Board member