The Board

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

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.

Reporting

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. 

Access

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.

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. 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. 

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

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.