HEE May 15.1 MINUTES OF THE 19th BOARD MEETING OF HEALTH EDUCATION ENGLAND HELD ON 21 APRIL 2015 Senate House, Russell Square, London, WC1B Present: Sir Keith Pearson Ian Cumming John Burdett David Croisdale-Appleby Sir Stephen Moss Kathleen Nealon Lisa Bayliss-Pratt Steve Clarke Nicki Latham Wendy Reid Rob Smith Lee Whitehead Chair Chief Executive Non-executive Director Non-executive Director Non-executive Director Non-executive Director (item 7 onwards) Director of Nursing Director of Finance Director of Performance & Development Director of Education & Quality Director of Strategy & Planning Director of People & Communications In attendance: Nicola Wright Deputy Head of Governance Plus four other HEE staff members Agenda Item 1: Welcome and Introductions 1. The Chair welcomed everyone to the 19th meeting of the HEE Board. 2. Opening the Board’s first meeting as a Non-Departmental Public Body (NDPB), the Chair paid tribute to the efforts of Lee Whitehead, and his team, who along with the Department of Health had been instrumental in ensuring that the relevant preparations had been made to allow HEE’s transition from Special Health Authority to NDPB. 3. The Chair noted that included on the agenda for the meeting was an item related to HEE’s establishment as an NDPB, but wished to record at the beginning of the meeting that the Non-Executive Directors of HEE, appointed by the Secretary of State for Health, had met by telephone on 1 April 2015. The Board noted that the purpose of this meeting had been to consider and confirm the Executive Director appointments to the Board, details of which could be found in paper reference HEE Apr 15.5. Agenda Item 2: Apologies 4. Apologies for absence were received from Mary Elford, Non-Executive Director and Jo Lenaghan, Director of Strategy & Planning. The Board noted that for the duration of her secondment, Jo Lenaghan would not attend meetings of the HEE Board, but would remain an Executive Member. Agenda Item 3: Declarations of Interest 5. Nicola Wright introduced a report which presented to the Board, their returned declarations of interests up to 14 April 2015. The Board confirmed the accuracy of the Register of Interests and noted that this information would be used within HEE’s HEE May 15.1 2014/15 Annual Report and Accounts. The Chair reminded Board members that the Register of Interests must be kept up to date. 6. No declarations of interest were made in relation to items due to be discussed. Agenda Item 4: Minutes of the Board Meeting held on 24 March 2015 7. The minutes were approved as a correct record of the meeting. There were no matters arising discussed. Agenda Item 5: Action Tracker 8. Nicola Wright provided a summary of progress to complete actions recorded from previous meetings. Agenda Item 6: Chief Executive’s Update 9. The Chief Executive gave a verbal report which highlighted significant events and updates since the last Board meeting. The Board noted the report. 10. The Chief Executive reminded the Board, that with the General Election formally announced on 30 March 2015, HEE along with all government departments and other ALBs would be operating in a period of political restriction, during which it was required to avoid any activity that could call its political impartiality into question and to ensure that public resources are not used for party-political purposes. Lee Whitehead confirmed that the agenda for the meeting had been reviewed to confirm that the matters to be discussed and considered were appropriate within the restrictions. Agenda Item 7: HEE’s Establishment as a Non-Departmental Public Body 11. Lee Whitehead presented a report to the Board which summarised HEE’s journey from Special Health Authority to NDPB and set out the details of the decisions required of the Board as a consequence of HEE becoming an NDPB. 12. The Chair summarised proceedings from the Non-Executive Directors’ meeting held on 1 April 2015 which had confirmed the Executive membership of the Board. The Chief Executive confirmed that he had received formal notification of his appointment as HEE’s Accounting Officer from the Permanent Secretary of the Department of Health. 13. Following a summary of changes, by Lee Whitehead, to the Standing Orders, Board Members proposed that the following additional amendments be made or actions carried out: a. Paragraph 3.3: the Vice-Chair and Deputy Head of Governance to conduct a bi-annual review of the agendas and reports presented to Board Meetings held in private to consider whether any information should continue to remain withheld under the Freedom of Information Act or can be released for publication; b. Paragraph 3.5.1: to change “questions” to “decisions”; c. Paragraph 6.4: to ensure that the text within this paragraph aligns with the Care Act 2014; d. Paragraph 6.6: the Board noted that confirmation of Committee membership had occurred in October 2014 and agreed that this matter wold next be presented to the Board in July 2015 following the appointment of an additional Non-Executive Director by the Secretary of State for Health; HEE May 15.1 e. Paragraph 10: the Board requested periodic, rather than annual, reports on the use of HEE’s Seal. It was agreed that this information would be presented in the CEO’s Update; and f. Frequency of meetings for the Board and its Committees: to be changed to indicate a minimum number of meetings with a year rather than a maximum. 14. In addition members confirmed the Board’s quoracy as outlined in paragraph 2.2, however agreed the principle that items considered by the Chair and Chief Executive to be novel or contentious should not be considered in any meeting which has low levels of representation from either the Executive or Non-Executive members. 15. Steve Clarke provided the Board with a summary of the amendments to the Standing Financial Instructions and Scheme of Delegation. Members were advised that Paragraph 9.5 xi within the SFI’s was an erroneous double-return and that the final verison would be corrected. Members of the Board requested that paragraph 6.1 of the Scheme of Delegation be reviewed, with the final sentence being deleted. 16. The Board: a. Noted the Executive Board membership as agreed by the Non-Executive Directors on 1 April 2015; b. Approved the Body’s key corporate governance documents (Standing Orders, Standing Financial Instructions and Scheme of Delegation); c. Agreed the appointment of LETBs using existing authorisation arrangements and applying measures to ensure adequate representation of clinical expertise is in place; d. Adopted HEE’s existing policies and procedures; and e. Notes assurance on handling of HR activity in relation to NDPB change. 17. The Board confirmed that the report presented and previous updates had provided appropriate assurances that HEE had taken all reasonable actions required to prepare for the transition to NDPB. 18. Responding to questions from the Board, Lee Whitehead confirmed that a piece of work was underway which would be an insert within the Annual Report & Accounts and would recognise HEE’s achievements during its time as a Special Health Authority. Agenda Item 8: Framework Agreement with the Department of Health 19. Lee Whitehead presented The Framework Agreement which defines critical elements of the relationship between HEE and the Department of Health (DH), how they will work in partnership and discharge their accountability responsibilities effectively. The Board was advised that Health Education England (HEE) staff and the Department of Health (DH) sponsor team had been working together to update the Framework Agreement in the light of HEE becoming an NDPB on 1 April 2015. The Board noted that the Permanent Secretary of the Department of Health had signed off the updated agreement and gave their approval to the document. Agenda Item 9: Any Other Business 20. No additional business was raised. Agenda item 10: Questions from Members of the Public 21. No questions were received. HEE May 15.1 22. There being no further business to consider in public, the Board resolved to close the meeting and reconvene in private.
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