JOINT MEETING OF NHS MANSFIELD AND ASHFIELD CCG AND

NHS NEWARK AND SHERWOOD CCG GOVERNING BODIES

TITLE: Terms of Reference DATE OF MEETING: 8th March 2017 PAPER REF: JGB/17/52 AUTHOR: PRESENTER: Clinical Chair; Dr Amanda

Sullivan; Mrs Helen Pledger; Mr Peter Clay

PURPOSE OF REPORT: To review and approve the changes made to the following Committees’ Committee Terms of Reference. EXECUTIVE SUMMARY: Clinical Executive: to approve the Terms of Reference for the newly-formed joint Clinical Executive Commissioning Committee: following feedback from the January Governing Body meeting, at the February 2017 Commissioning Committee members discussed various changes required to its terms of reference. Subsequent changes were made and are highlighted in red for CCG Governing Bodies reference. Turnaround Board: which reflect membership changes. Audit and Governance Committees: which reflect the Committee’s status as a joint Committee of the CCGs led by a single Chair and members now sit as members of a joint Committee and not as separate Committee’s meeting jointly as formerly. Joint Auditor Panel: which reflect the recent governance and membership changes, particularly, the single Chair responsibility and that membership was formed from the new Audit and Governance Committee. RECOMMENDATION: To approve the changes to the revised Terms of Reference for the Joint Clinical Executive; the Commissioning Committee; the Turnaround Board; the Audit and Governance Committees and the Joint Auditor Panel. KEY IMPLICATIONS: FINANCIAL The Terms of Reference ensure that the CCGs’ Schemes

of Delegation are adhered to. VALUE FOR MONEY n/a RISK Terms of Reference describe the purpose, scope and

authority of the committee. Best practice in governance dictates that they should be reviewed annually to ensure they remain current and valid.

LEGAL n/a WORKFORCE n/a PATIENT AND PUBLIC INVOLVEMENT n/a CLINICAL ENGAGEMENT n/a COMMITTEES CONSULTED PRIOR TO All the Terms of Reference in this paper have been

COMMISSIONING COMMITTEE approved by their respective Committees

HOW DOES THIS CONTRIBUTE TO THE OUTCOMES AND OBJECTIVES OF THE CCG:

Quality Health Financial Clinical Performance (tick as appropriate)

CONFLICTS OF INTEREST:

This is a recommended action to be agreed by the Chair at the beginning of the item. No conflict identified Conflict noted, conflicted party can participate in discussion but not decision (see below) Conflict noted, conflicted party can remain but not participate (see below) Conflicted party is excluded from discussion (see below)

CONFIDENTIALITY:

Is the information in this paper confidential? No ANNEXES:

• Clinical Executive Terms of Reference • Commissioning Committee Terms of Reference • Turnaround Board Terms of Reference • Audit Committees Terms of Reference • Joint Auditor Panel Terms of Reference

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NHS Mansfield and Ashfield CCG and NHS Newark and Sherwood CCG

Clinical Executive Committee Terms of Reference

1. Purpose

The Clinical Executive is the key sub-committee for engagement with member practices and ensures that strategic decisions and outcomes are communicated to those delivery services. The Clinical Executive acts as an assurance body and provides constructive challenge to and approval of business cases in line with the CCGs’ Schemes of Delegation. 2. Membership The membership of the Clinical Executive Sub-Committee should combine clinical and managerial leadership across the organisation. There should also be public health and lay representation. The importance of consistent membership is recognised and members will make all efforts to attend at least 75% meetings. Voting Membership Designation Nominated

representative Chair (to be rotated with the Clinical Chair of Newark and Sherwood CCG)

Governing Body Clinical Chair -

Mansfield and Ashfield CCG

Dr Gavin Lunn

Chair (to be rotated with the Clinical Chair of Mansfield and Ashfield CCG)

Governing Body Clinical Chair -

Newark and Sherwood CCG

Dr Thilan Bartholomew

GPs Locality representatives covering:

• Mansfield

• Ashfield

• Newark

• Sherwood

Dr Peter MacDougall

(Deputy Chair)

Dr Hilary Lovelock

Dr Milind Tadpatrikar

Dr Jane Selwyn

Dr Subash Das

Non-clinical members 1 Practice Manager per CCG Rick Gooch

Nursing and Allied Health Professions

1 Practice Nurses per CCG Luella Robb

Ian Jackson

Further specialist membership

Governing Body Public Health Consultant

Barbara Brady

CCG Officers • Chief Officer • Director of Primary Care • Chief Finance Officer • Chief Nurse • Director of Contracting

and Urgent Care

• Amanda Sullivan • David Ainsworth • Sarah Bray • Elaine Moss • Ian Ellis

Other officers, deputies and specialist advisers may be invited to attend when the Governing

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Body is discussing items that fall within their areas of responsibility. These attendees will not have voting rights. 3. Chair and Deputy The CCG Clinical Chairs will chair the Committee. A nominated GP will act as deputy. If the Chair is unable to participate in any discussion due to registering a conflict of interest then the nominated deputy will chair the meeting. 4. Quorum and Voting Arrangements To be deemed quorate, meetings shall consist: • Chair, Deputy Chair or Chief Officer • 2 Clinicians • 2 Directors of the CCG other than the Chief Officer. Nominated deputies will not count towards the quorum, nor will any member that has declared a conflict of interest in relation to any matter being discussed or voted on. Any question where it is deemed necessary by the Chair to require a vote at a meeting shall be determined by a majority of the votes of members present and voting on the question. If necessary, the Chair or Deputy will have the casting vote. The Clinical Executive Committee will act as a committee of the Governing Body and consult with the Governing Body on all major decisions. The Clinical Executive will make decisions on business cases where the value does not exceed £500,000. 5. Frequency of Meetings The Clinical Executive Committee meetings are held monthly. Additional meetings may be held to ensure that appropriate consideration is given to key decisions during particular times of the year. The Clinical Executive Committee meetings will be held at a variety of locations. 6. Duties Commissioned Services • To provide clinical leadership of the commissioning and decommissioning of locally

delivered high quality healthcare services, within the available resources on behalf of the Newark, Sherwood, Mansfield and Ashfield patient population.

• To provide clinical oversight of commissioning plans, including significant service changes. • To facilitate and support collaboration and integrated care pathways with partner

organisations and other associated groups. • To ensure the Newark & Sherwood CCG Stakeholder Reference Group, the Mansfield and

Ashfield Citizens’ Reference Panel, patient groups, voluntary sector and local government are involved in the commissioning processes.

• To ensure the CCGs have regard for the need to reducing health inequalities in access to, and outcomes from, healthcare and quality is given the highest priority in all commissioned services.

• To work with member practices and local providers to deliver annual commissioning plans, developed in line with the overall vision and strategic direction.

• To support the CCGs to develop and implement plans for service reconfiguration and care pathway redesign, ensuring appropriate clinical and patient/public involvement.

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• To examine clinical quality and financial performance in lead programme areas to support decisions on decommissioning and commissioning of services through the business case procurement process and providing a decision in respect of business cases up to the value of £500,000.

• To consider recommendations and updates from the Area Prescribing Committee via the Medicines Management Team.

Clinical Leadership • To identify a clinical lead for key areas of commissioning and related activity. • To oversee the provision of high quality healthcare training to improve the skill sets within

the CCG in order to improve existing services and develop new services for patients. • To support the development of supportive clinical networks with other CCG’s. • To lead the design and development of evidence-based care management programs for

clinical priorities. • To lead compliance against clinical priorities and the Operating and Outcomes Frameworks. • To facilitate or support service redesign, clinical research and innovation. • To have due regard and promote the public sector equality duty and the CCG’s equality

objectives. • To receive updates from the Education Forum and support clinical development through the

Protected Learning Time (PLT) events. • Oversee Locality Group and practice clinical strategy and service delivery performance. • To identify successful practices, and services, and facilitate and to share best practice. • To establish and maintain effective communication between the CCG and member

practices to ensure timely resolution of commissioning issue. Governance • To maintain an overarching view of CCG risks to support commissioning and

decommissioning decisions, taking a proactive stance on risks allocated to the Committee. • To consider and manage conflicts of interest in relation to business case discussions and

procurement decisions. • To manage the sub-committee operational risks ensuring mitigating action plans are

monitored and challenged. • To escalate high level risks to the Governing Body via the Governing Body Assurance

Framework where appropriate. • To provide the Audit & Governance Sub-Committee and/or the Governing Body with

additional assurance in relation to high level risks where needed. • To review and approve appropriate operational CCG policies. All policies would then be

received for ratification by the Quality and Risk Committee. • The delegated authority to set up ‘task and finish’ groups to support time bound specific

areas of development where appropriate. Regular reporting should be provided through a ‘standing’ agenda item on the Clinical Executive Committee.

7. Conduct of Business The Committee will be expected to conduct itself as an exemplar organisation, working to the Nolan seven principles of public life, namely: • Selflessness • Integrity • Objectivity • Accountability

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• Openness • Honesty • Leadership Members of the Committee have a collective responsibility for the operation of the Committee. They will participate in discussion, review evidence and provide objective expert input to the best of their knowledge and ability, and endeavour to reach a collective view. The Committee may delegate tasks to such individuals, sub-committees or individual members as it shall see fit, provided that any such delegations are consistent with the parties’ relevant governance arrangements, are recorded in a scheme of delegation, are governed by terms of reference as appropriate and reflect appropriate arrangements for the management of conflicts of interest. Members of the Committee shall respect confidentiality requirements as set out in the CCG’s Standing Orders. 8. Administration of Meetings The Director responsible for overseeing the administration of the Committee is Mr David Ainsworth. Agendas and supporting papers will be circulated no later than 5 working days in advance of meetings. Any items placed on the agenda will be sent to the Committee Administrator no later than 7 working days in advance of the meeting. Items that miss the deadline for inclusion on the agenda may be added on receipt of permission of the Chair. Minutes will be taken at all meetings and circulated to the members of the Committee. The minutes will be approved by agreement of the Committee at the next meeting. The Chair of the Committee will agree minutes if they are to be submitted to the Governing Body prior to formal approval. The Committee will present its minutes to the Governing Body for information and consideration. The CCGs will also comply with any reporting requirements set out in its constitution. 9. Declaration of Interests The NHS Newark and Sherwood Clinical Commissioning Group and NHS Mansfield and Ashfield Clinical Commissioning Group have a Conflict of Interest Policy and a register of member interests. At the beginning of each formal meeting, members will be required to declare any personal interest if it relates specifically to a particular issue under consideration. Any such declaration shall be formally recorded in the minutes for the meeting in accordance with the provisions set out in the CCG policy. All declared interests will be managed in line with the requirements of the CCG’s Conflict of Interests Policy. The CCGs will not award a contract for the provision of NHS healthcare services where conflicts, or potential conflicts, between interests involved in commissioning such services and the interests involved in providing them appear to affect the integrity of that award and the CCGs will keep a record of how it manages any such conflict in relation to NHS commissioning contracts it has entered into.

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Where a declaration of interest means that there is an actual or a suspected conflict of interest, the conflict must be identified by the Chair and Administrative Support at the agenda setting stage of meeting planning. This will enable the consideration of the provision of papers in preparation of the meeting to prevent those with direct conflicts from having access to information which they are not permitted to act in their capacity within the meeting to discuss, or decide. 10. Reporting Responsibilities The Committee will report items for consideration by the Governing Body and Audit and Governance Committee through submission of minutes, papers and reports to relevant meetings. The Committee will provide an annual report to the Governing Body setting out progress made and future developments. 11. Review of Terms of Reference The Terms of Reference will be reviewed at least annually or when there is a material change to the contents of the Terms of Reference. Any proposed amendments to the Terms of Reference will be submitted to the Governing Body for approval. Whilst meeting papers and meeting notes are not actively published, all attendees should be aware that Mansfield and Ashfield CCG and Newark and Sherwood CCG are legally required to comply with the Freedom of Information Act 2000. The notes and papers from this meeting could be released as part of a request made under the Freedom of Information Act. Date: February 2017

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Mid Notts CCGs Commissioning Committee Terms of Reference v4

1. Purpose The mid-Notts CCGs Commissioning Committee has two core functions: To act as a mid-Notts CCGs Procurement Panel - The Commissioning Committee will focus on ‘how’ the CCGs formally procure services for its population, in line with public procurement regulations and statutory guidance on conflicts of interest. This takes place following robust debate, challenge and agreement, by CCG clinicians, lay members and stakeholders on the services required via the CCGs business case procurement route. Commissioning of primary care services is managed via the Primary Care Commissioning Committee. The Commissioning Committee, via the Director of Procurement & Market Development, will provide advice and guidance in relation to procurement regulations for primary care services, where required.

To act as an operational, technical advisory group to assess and monitor progress of the CCGs statutory duties associated with the mid-Notts Alliance Agreement obligations and compliance, with the understanding that regular reporting will be presented to the mid Notts CCG Governing Bodies for oversight. The Committee will recognise the two different roles the CCGs play in the Alliance:

• CCGs undertaking the role as commissioners and managing the Alliance ‘reserved matters’ delegated to the governing bodies

• CCGs undertaking the role as ‘Full Alliance Member’ playing an active role in the plans for system transformation and place based systems of health and care in accordance with NHS England’s Delivering the Forward View: NHS Planning Guidance 2016/17 to 2020/21

2. Membership The membership will include representatives from the following organisations:

• NHS Newark & Sherwood CCG • NHS Mansfield & Ashfield CCG • Nottinghamshire County Council

The Nottinghamshire County Council senior representative will be a non-voting member and in attendance, where required, to ensure commissioning alignment between the mid-Notts CCGs and Nottinghamshire County Council. 3. Chair and Deputy The Committee will approve the Chair and Vice Chair positions by undertaking a vote. Nominations to these positions should be from within the current committee membership. This arrangement is subject to review and change to take into account future business need. 4. Quorum and Voting Arrangements Quorum The quorum required to make formal approvals is as follows: • Chair or Vice Chair • Chief Officer or nominated deputy • Chief Finance Officer or nominated deputy • 3 out of the 8 Directors (This includes the Head of Business Change & Implementation and

the Chief Nurse)

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To ensure quoracy is achieved, members can nominate a deputy to represent them, where required, who will be able to vote on their behalf. This nomination should be minuted.

Members should endeavor to attend all meetings. Over a twelve month rolling period if members have been unable to attend at least 80% of the meetings the chair shall instigate a review of their continuing membership. Voting Each voting member of the Committee shall have one vote. The Committee shall reach decisions by a simple majority of members present, but with the Chair having a second and deciding vote, if necessary. However, the aim of the Committee will be to achieve consensus decision-making wherever possible. The Committee voting membership shall consist of: • Chair & Vice Chair • Mid Notts CCGs:

Clinical Leads Chief Officer Chief Finance Officer Turnaround Director Chief Nurse Director of Primary Care Director of Programme Delivery Director of Contracting & Urgent Care Head of Business Change & Implementation Director of Procurement & Market Development Director of Sustainability

Other non-voting attendees • Local Authority senior representative (where required) • Legal advisor (where required) • Mid-Notts CCGs Business Support Officer

Provision could be made for the committee to have the ability to call on additional CCG members when required, for example where the committee would not be quorate because of a conflict of interest or where additional business expertise is required to support decisions.

The Committee will maintain a record of all contract award decisions made and make this publicly available on the CCG websites. 5. Decision making To act as a mid-Notts CCGs Procurement Panel - The Commissioning Committee focuses on ‘how’ services are procured following clinical and financial decisions being carried out via the CCGs’ business case procurement route. There are however, some low level decisions which can be made in line with the CCGs’ schemes of delegation. The CCGs’ Operational Schemes of delegation sets out the delegated limits for planned expenditure above budget holder’s individual responsibility e.g. business case expenditure as:

• £0 - £49,999 – Chief Officer and Chief Finance Officer (reported to Clinical Executive) • £50,000 - £499,999 – Clinical Executive (reported to Governing Bodies) • £500,000+ - Governing Bodies

The Chief Officer and Chief Finance Officer, as members of the Commissioning Committee, therefore have delegated authority in accordance with the values outlined above. Decisions within this remit will also be subject to quoracy of the Committee. To act as an operational, technical advisory group – the CCGs Governing Bodies will receive requests for all formal approvals, from the Commissioning Committee, in relation to the Alliance. 6. Frequency of Meetings

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Meetings will take place, on a monthly basis to meet the requirements of the CCG business. The Chair may call extra-ordinary meetings to manage urgent business requirements where needed. Where this is not achievable, the CCG Accountable Officer has the authority to take emergency decisions as outlined within the CCG Scheme of Delegation. 7. Duties Mid-Notts CCGs Procurement Panel • To act as a procurement panel and be accountable for approving the procurement route,

the ‘how’ services are commissioning only, in relation to all CCGs commissioning intentions except primary care;

• Maintain a register of procurement decisions, which have been approved elsewhere through the formal CCGs business case routes, and ensure this is accessible on both CCGs websites, as per national guidance.

• To act as a procurement advisory committee to the Primary Care Commissioning Committee where required. To ensure that an oversight of primary care commissioning decisions is accessible and reviewed, where relevant, prior to decisions being made;

• To provide advice for difficult decisions relating to competition and or procurement which from time to time require external input to make decisions for determination;

• To have oversight of the complaints relating to procurement processes and ensure lessons learnt are captured and support the improvement of systems and processes;

• The procurement panel must carry out the following: o comply with National Health Service (Procurement, Patient Choice and Competition)

Regulations 2013, EU Principles and that the competition and cooperation principles and procurement procedures are adhered to as set out in the Regulations 2013;

o ensure that appropriate governance and legal issues have been considered in relation to procurement decisions undertaken. Decisions should be made in line with financial guidelines and CCG budgets and appropriate business case approval routes have been adhered to;

o ensure that actual or potential procurement conflicts of interest are identified and managed in accordance with the CCGs Conflict of Interest Policy;

o ensure that procurement and contract decisions are compliant with CCG Standing Orders, Standing Financial Instructions and Scheme of Delegation;

o consider varying or renewing existing contracts other than primary care provision or award new ones, depending on local circumstances;

o ensure any new incentive schemes align to the NHS 5 Year Forward View, the CCGs 5 Year Strategy and the Sustainability & Transformation Plan (STP) to demonstrate improved outcomes, reduced inequalities and value for money.

Operational, technical advisory group to monitor the CCGs role in the mid-Notts Alliance • To provide timely reporting to the mid-Notts CCG Governing Bodies in relation to the

CCGs role in the Alliance. This should include progress and developments, recommendations, and risks and necessary mitigation. The Governing Bodies should be provided with assurance that the CCGs are complying with the requirements of the mid-Nottinghamshire Alliance Agreement;

• To receive monthly reports from the Alliance Leadership Board to assess progress, developments and mitigating actions. To provide the Alliance Leadership Board with relevant recommendations, documentation and advise where needed;

• To ensure that the Alliance Leadership Board has undertaken business in line with the Alliance Objectives, Principles and Behaviours;

• To discuss Alliance Leadership Board business matters for decision, prior to the CCGs representative attending the board meetings. To seek further professional advice where required and to seek CCG governing body approval in line with statutory requirements;

• To assess the work of and make recommendations to the Alliance Operational Oversight Group who are responsible for service transformation activities including clinical and enabling work streams and the System Resilience Group;

• To make the necessary arrangements to support the Alliance to establish ethical walls between and within the provider participants;

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• To ensure new incentive schemes are aligned to the NHS 5 Year Forward View, the CCGs 5 Year Strategy and the Sustainability & Transformation Plan (STP) to demonstrate improved outcomes, reduced inequalities and value for money;

• To ensure Alliance Leadership Board contract management records are managed as per the Alliance Agreement and are aligned to the CCG procedures and records management;

• To assess compliance, drive and make recommendations in relation to the first phase of the Alliance Agreement (April 2016 to March 2017) which covers the following: o A review of payment mechanisms for the services and the developments of a

capitated payment mechanism (or other such mechanism as the Alliance Leadership Board may agree) for the services (excluding personal budgets);

o A review and development of an expanded outcomes based payment model for Year 2 onwards for the service contracts;

o An agreed risk/reward sharing model under which risks associated with the services in mid-Nottinghamshire are shared between the parties;

o The establishment of the Care Design Groups responsible for the consideration and design of new models of care for the services;

o Models of care for all services that can be implemented to achieve the Outcomes and

Alliance Objectives and which make the most efficient use of resources whilst securing the needs of service users;

• To assess compliance against Year 1 transition activities and report progress and next steps to the CCG Governing Bodies

• To be instrumental and make key recommendations in relation to the development of the Alliance Agreement further and its subsequent future developments.

Governance • To approve requests for excessive treatment costs associated with non-commercial

research projects as per the Nottingham/Nottinghamshire CCGs agreement; • To lead development of and monitor the CCGs Strategic Commissioning Intentions; • To ensure risk management is aligned with the CCG Risk Management framework/policy.

A Commissioning Committee risk register to be developed and maintained with updates and escalation to the CCG Governing Body assurance framework and NHS England Area Team where appropriate;

• To ensure that a Commissioning Committee conflicts of interest register is established, maintained and updated where relevant;

• To ensure compliance with the CCGs governance arrangements including the formal business case approval process.

8. Conduct of Business The Committee will be expected to conduct itself as an exemplar organisation, working to the Nolan seven principles of public life, namely:

• Selflessness • Integrity • Objectivity • Accountability • Openness • Honesty • Leadership

Members of the Committee have a collective responsibility for the operation of the Committee. They will participate in discussion, review evidence and provide objective expert input to the best of their knowledge and ability, and endeavour to reach a collective view. The Committee may delegate tasks to such individuals, sub-committees or individual members as it shall see fit, provided that any such delegations are consistent with the parties’ relevant governance arrangements, are recorded in a scheme of delegation, are governed by terms of

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reference as appropriate and reflect appropriate arrangements for the management of conflicts of interest. 9. Administration of Meetings The Director responsible for overseeing the administration of the Committee is the Director of Procurement & Market Development. Agendas and supporting papers will be circulated no later than 5 working days in advance of meetings. Any items placed on the agenda will be sent to the Committee Administrator no later than 7 working days in advance of the meeting. Items that miss the deadline for inclusion on the agenda may be added on receipt of permission of the Chair. Minutes will be taken at all meetings and circulated to the members of the Committee. The minutes will be approved by agreement of the Committee at the next meeting. The Chair of the Committee will agree minutes if they are to be submitted to the Governing Body prior to formal approval. The Committee will present a progress report and associated minutes to the Governing Body for information and consideration. It will also produce reports, documentation and presentations, where required, in relation to any decision making discussions at the Alliance Leadership board. 10. Declaration of Interests Mansfield and Ashfield CCG and Newark and Sherwood CCG have a Conflict of Interest Policy and have a register of member interests. At the beginning of each formal meeting, members will be required to declare any personal interest if it relates specifically to a particular issue under consideration. Any such declaration shall be formally recorded in the minutes for the meeting in accordance with the provisions set out in the CCG policy. Where a declaration of interest means that there is an actual or a suspected conflict of interest, the conflict must be identified by the Chair and Administrative Support at the agenda setting stage of meeting planning. This will enable the consideration of the provision of papers in preparation of the meeting to prevent those with direct conflicts from having access to information which they are not permitted to act in their capacity within the meeting to discuss, or decide. All declared interests will be managed in line with the requirements of the CCGs’ Conflict of Interests Policy. The CCGs will not award a contract for the provision of NHS healthcare services where conflicts, or potential conflicts, between interests involved in commissioning such services and the interests involved in providing them appear to affect the integrity of that award and the CCGs will keep a record of how it manages any such conflict in relation to NHS commissioning contracts it has entered into. 11. Reporting Responsibilities The Committee will report items for consideration by the Governing Body and Audit & Governance Committee (where relevant) through submission of minutes, papers and reports. The Committee will provide an annual report to the Governing Body setting out progress made and future developments. 12. Review of Terms of Reference The Terms of Reference will be reviewed at least annually or when there is a material change to the contents of the Terms of Reference. Any proposed amendments to the Terms of Reference will be submitted to the Governing Body for approval.

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Date of next review: February 2018. Version control September 2016 version 1 1st draft of the revised Commissioning Committee terms of reference

considered by the Commissioning Committee on the 21st September 2016

September 2016 version 2 Approved subject to minor changes requested at the 21st September 2016 Commissioning Committee and members were asked to provide any additional comments by Friday 23rd September 2016

January 2017 version 3 Following review by the mid-Notts CCG Governing Bodies amendments were made and subsequently submitted to the January 2017 mid-Notts CCG Governing Body meeting for final approval

February 2017 version 4

Mid-Notts CCG Governing bodies discussed version 3 at their January 2017 meetings and requested minor amendments in relation to log of procurement decision and procurement panel remit. Version 4 was subsequently discussed at the February 2017 Commissioning Committee meeting to approve additional changes. The Joint CCGs Governing Body received version 4 for approval in March 2017.

Review date Version Next review date

Version 4 February 2018

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Turnaround Board

Terms of Reference

1. Purpose The role of the Board is to oversee the Turnaround Programme. It is responsible for improving the CCGs’ operational and financial control framework and functional efficiency, through which the CCGs will deliver their short and long term recovery plans. This is a joint Board of NHS Mansfield and Ashfield and NHS Newark and Sherwood CCGs. The Board has responsibility for delivery of the requirements of the CCGs’ statutory duties and has the executive powers conferred to it under the CCGs’ governing documents (Standing Orders, Standing Financial Instructions and Scheme of Delegation) and is authorised through that governance framework, by the Governing Bodies to act within its Terms of Reference. The Board is authorised to seek any information it requires from any employee/members of the CCGs in order to perform its duties. The Board can recommend to the Governing Bodies that: • the Turnaround Programme continues as planned; • the Turnaround Programme continues with a changed plan; • the Turnaround Programme is stopped. 2. Membership Voting membership comprises:

• Director of Transition • Turnaround Director • Chief Officer • Chief Finance Officer or Associate Chief Finance Officer • Governing Body Lay Members • Governing Body GP Members • Clinical Chair of Mansfield and Ashfield CCG • Clinical Chair of Newark and Sherwood CCG • CCG Clinical Advisor • Director of Sustainability • Director of Primary Care • Director of Contracting and Urgent Care • Director of Procurement and Market Development • Director of Programme Delivery • Head of Business Change and Implementation • Chief Nurse

Members of the Turnaround Team will be in attendance at meetings. Representatives from NHS England and Chairs of the Audit and Governance Committees (attending as an observer where this is felt appropriate) The Board reserves to right to co-opt other officers of the CCG as required. 3. Chair and Deputy The Chair of the Board will be the Director of Transition, and the Deputy, the Chief Officer.

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4. Quorum and Voting Arrangements Quorum will be the Chair or Deputy; the Chief Finance Officer or Associate Chief Finance Officer; 1 lay representative, 2 Directors of the CCG and 1 clinical representative. 5. Frequency of Meetings The meetings will be held on a fortnightly basis. 6. Duties The Turnaround Board is responsible for improving the CCGs’ operational and financial control framework and functional efficiency, through which the CCGs will deliver their short and long term recovery plans.

It has responsibility for delivery of the requirements of the CCGs’ statutory duties with explicit regard to the short and long term recovery plans and has the executive powers conferred to it under the CCGs’ governance framework, by the Governing Bodies to act within its terms of reference and to report directly to the Governing Bodies.

Specifically, its responsibilities are: • The successful planning and execution of recovery strategies; • To oversee the delivery of the CCGs’ turnaround programme, ensuring that it provides the

desired strategic outcomes for the CCGs in accordance with the short and long term recovery plans agreed with NHS England;

• To monitor performance against recovery targets, objectives and key performance indicators;

• To have responsibility to the Governing Bodies for oversight and advice on the current risk exposures with regard to the short and long term recovery plans and associated recovery strategies; to embed and maintain a challenging and supportive culture in relation to the control of costs across the CCGs;

• To review reports on any material breaches of performance milestones (KPIs) and the adequacy of proposed actions;

• To consider recommendations, proposals and business cases that have any financial impact or require a refocus of resources and make appropriate recommendations to the Governing Body where necessary. This is in support of the process for Business Case approvals, via Clinical Executive and Primary Care Commissioning Committee where the Board provides a decision on the value to money element and financial impact analysis of each business case;

• To provide and promote strong and effective leadership in relation to the use of resources, accountability for those resources and transparency in our utilisation and reporting of resources;

• To ensure the active liaison, co-ordination and co-operation between CCG teams; • To safeguard the integrity of management information and financial reporting systems in

connection with the Transformation Programme; • To work and liaise as necessary with all other governing body committees as necessary.

The duties of the Board also extend to include those detailed in Annex 1. 7. Conduct of Business The Board will be expected to conduct itself as an exemplar group, working to the Nolan seven principles of public life, namely: • Selflessness • Integrity • Objectivity • Accountability • Openness

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• Honesty • Leadership Members of the Board have a collective responsibility for the operation of the Board. They will participate in discussion, review evidence and provide objective expert input to the best of their knowledge and ability, and endeavour to reach a collective view. The Board may delegate tasks to such individuals, sub-Boards or individual members as it shall see fit, provided that any such delegations are consistent with the parties’ relevant governance arrangements, are recorded in a scheme of delegation, are governed by terms of reference as appropriate and reflect appropriate arrangements for the management of conflicts of interest. Members of the Board shall respect confidentiality requirements as set out in the CCGs’ Standing Orders. 8. Administration of Meetings The Director responsible for overseeing the administration of the Board is the Director of Transition. Agendas and supporting papers will be circulated no later than 5 working days in advance of meetings. Any items placed on the agenda will be sent to the Board Administrator no later than 7 working days in advance of the meeting. Items that miss the deadline for inclusion on the agenda may be added on receipt of permission of the Chair. Minutes will be taken at all meetings and circulated to the members of the Board. The minutes will be approved by agreement of the Board at the next meeting. The Chair of the Board will agree minutes if they are to be submitted to the Governing Body prior to formal approval. The Board will present its minutes to the Governing Body for information and consideration. The CCGs will also comply with any reporting requirements set out in their constitutions. 9. Declaration of Interests The NHS Mansfield and Ashfield and Newark and Sherwood Clinical Commissioning Groups have a Conflict of Interest Policy and have a register of member interests. At the beginning of each formal meeting, members will be required to declare any personal interest if it relates specifically to a particular issue under consideration. Any such declaration shall be formally recorded in the minutes for the meeting in accordance with the provisions set out in the CCG policy. All declared interests will be managed in line with the requirements of the CCGs’ Conflict of Interests Policy. The CCGs will not award a contract for the provision of NHS healthcare services where conflicts, or potential conflicts, between interests involved in commissioning such services and the interests involved in providing them appear to affect the integrity of that award. The CCGs will keep a record of how they manage any such conflict in relation to NHS commissioning contracts it has entered into. 10. Reporting Responsibilities The Board will report items for consideration by the Governing Body through submission of minutes, or papers and reports to relevant meetings. The Board shall make whatever recommendations to the Governing Body it deems appropriate

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on any area within its remit where action or improvement is needed. 11. Review of Terms of Reference The Terms of Reference will be reviewed at least annually or when there is a material change to the contents of the Terms of Reference. Any proposed amendments to the Terms of Reference will be submitted to the Governing Bodies for approval. Date: August 2017

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ANNEX 1 Supplementary Duties of the Turnaround Board in relation to the oversight of Activity and Finance • To provide assurance to the CCG Governing Body that robust processes are in place and

effectively managed with regard to performance and any resultant variance or risk is identified and mitigated.

• To drive and ensure delivery of key financial metrics identified within the CCG’s Financial Plan and Financial Strategy.

• To identify any new risk and monitor existing risk as a result of performance and the subsequent financial position.

• To manage the identified financial risks of the CCG, and to provide effective updates on the management of risks identified in the Risk Register and Assurance Framework.

• Review and oversee progress and achievement of the CCG’s QIPP target and provide assurance to the Governing Body over the CCG’s approach to the identification, monitoring and delivery of QIPP plans. Escalating with clarity to the Governing Body where any plans are subject to increased risk, or off target trajectory.

• Review and oversee activity and financial performance of: o GP practices through the appropriate structure. o Contracted Service Level Agreements through contract management processes.

• Review available benchmarking information to understand the CCG’s relative position locally, regionally and nationally to aid the achievement of maximising best value from its resources.

• Review financial reporting to ensure an integrated approach to finance, activity, quality and workforce across all areas of expenditure, making best use of data resources to ensure evidence based decision making.

• To ensure effective and proactive communication when necessary as part of general awareness, corrective action or mitigation plans and as part of decision making to ensure best practice and full engagement in delivering the above.

• To ensure that representation from Activity and Finance members to other affiliated committees as required.

• To allocate QIPP delivery programmes to identified directors and hold to account those directors for the delivery of the required QIPP target.

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NHS Mansfield and Ashfield CCG NHS Newark and Sherwood CCG Audit and Governance Committee

Terms of Reference 1. Purpose The Audit & Governance Committee provides an independent and objective view on the areas set out in its responsibilities. The Committee is authorised to take decisions on behalf of NHS Mansfield and Ashfield Clinical Commissioning Group and NHS Newark and Sherwood Clinical Commissioning Group on matters relevant to its purpose. It is able to obtain outside legal or independent professional advice and to secure attendance of outsiders with relevant experience and expertise if they consider this to be necessary. 2. Membership The Committee is appointed by the respective Governing Bodies from amongst the lay and clinical members of the CCGs and will consist of not less than three members. One of the members will be appointed Chair of the Committee by the CCGs’ respective Governing Bodies. In the absence of the Chair one of the other members of the Committee will chair the meeting as determined by the Chair of the Committee prior to the meeting. The Clinical Chairs of the respective Governing Bodies will not be members of the Committee. The membership of the Committee comprises the following:

• 1 Governing Bodies’ lay member (joint appointment) (Chair of the Committee) • 1 other of the Governing Bodies’ lay members (joint appointment) • 1 GP Governing Body member from Mansfield and Ashfield CCG • 1 GP Governing Body member from Newark and Sherwood CCG • 1 Independent lay member who is a joint appointment but not on either of the CCGs’

Governing Bodies. The Chief Finance Officer, Accountable Officer, Chief Nurse, and Internal Audit and External Audit representatives will normally attend meetings. The Head of Corporate Governance and/or their nominated officer will also be in attendance. Additional members may be co-opted as required. Other directors and members of CCG staff will be invited to attend meetings as appropriate. The Head of Corporate Governance and/or their nominated representative will attend meetings to provide appropriate support to the Chair and other members and will arrange for minutes of the meeting to be taken. The Accountable Officer will be invited to attend, at least annually, to discuss the assurance process which supports the respective CCGs’ Annual Governance Reports. Any business to be conducted by the Joint Auditor Panel shall be identified clearly and separately from on any agenda of the Committee so as not to confuse the business of the Committee and the Joint Auditor Panel. Where members of the Committee are also members

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of the Joint Auditor Panel, they shall deal with Committee business as Committee members (and not Joint Auditor Panel members) and they shall deal with Joint Auditor Panel business as Joint Auditor Panel members (and not as Committee members). 3. Chair and Deputy One of the lay members who is a member of both the respective Governing Bodies will be appointed Chair of the Committee by the respective CCGs’ Governing Bodies. In the absence of the Chair, the Chair will determine which one of the other members of the Committee will act as the Chair. 4. Quorum and Voting Arrangements The Committee will be deemed quorate if at least one Governing Body lay member or independent lay member and one GP Governing Body member are present. 5. Frequency of meetings Meetings of the Committee will be held bi-monthly with a minimum of 6 meetings each year. The Committee will meet as a joint Committee of the two CCGs for all its business except where the Chair may determine there are particularly sensitive items that relate to one or other of the CCGs in which case any such items will be taken separately from the joint business. In that case, the Chair may determine that the GP Governing Body Member representing a single CCG may be excluded from business particularly sensitive to the other CCG. The agenda will identify any such sensitive business. The External Auditors or Internal Auditors may request a meeting of the Committee if they consider it to be necessary. The Committee will meet privately, at least annually, with the Internal and External Auditors. 6. Duties The responsibilities of the Audit and Governance Committee are:- Governance, Risk Management and Internal Control

• The Committee will provide the respective Governing Bodies with assurance on the effectiveness of the CCGs’ Assurance Frameworks and the underlying assurance processes. The Committee will review achievement of strategic objectives and will provide assurance that significant risks to the CCGs’ strategic objectives are being appropriately managed and will give guidance to the Governing Bodies on required remedial actions. The Committee will review the establishment and maintenance of an effective system of integrated governance, risk management and internal control and the activities (both clinical and non-clinical).

• In particular the Committee will oversee the management of significant risks and will

review the adequacy and effectiveness of:

All risk and control related disclosure statements (in particular the Internal Audit Annual Opinion and External Audit opinion);

The underlying assurance processes that indicate the degree of achievement of corporate objectives, the effectiveness of the management of principal risk and the appropriateness of the above disclosure statements;

Compliance with the CCGs’ respective Constitutions, Standing Orders, Schemes of Delegation, Financial Policies and other associated policies and procedures;

The systems in place for the development, management and application of CCGs’ strategies and policies, providing advice to the Governing Bodies and on approval and adoption as appropriate.

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• The Committee will primarily utilise work of Internal Audit, External Audit and other assurance functions but will not limit itself to these sources. It will also seek reports and assurances from officers as appropriate, concentrating on the over-arching systems of governance, risk management and internal control, together with indicators of their effectiveness. The Committee will use the CCGs’ Assurance Frameworks to guide its work.

• The Committee will also provide assurance to the Governing Bodies on the development

and delivery of the following strategies and policies:

Risk management; Clinical governance; Quality assurance; Safeguarding; Conflicts of interest.

Internal Audit The Committee will ensure that there is an effective internal audit function that meets the mandatory Public Sector Internal Audit Standards and provides appropriate independent assurance to the Audit and Governance Committee, Chief Officer and Governing Body Bodies by:

• Consideration of the provision and cost of the Internal Audit service and any questions of resignation or dismissal;

• Review and approval of the Internal Audit plans for each of the CCGs ensuring it is consistent with the audit of needs of the CCGs as identified in the CCG Assurance Frameworks;

• Considering the major findings of Internal Audit work (and management’s response) and ensuring co-ordination between the Internal and External Auditors to optimise audit resources;

• Ensuring that the Internal Audit function is adequately resourced and has appropriate standing within the organisation;

• An annual review of the effectiveness of Internal Audit. External Audit The Committee will review the work and findings of the External Auditors and consider the implications and management’s responses to their work. This will be achieved by:

• Consideration of the performance of the External Auditors; • Discussion and agreement with the External Auditors, before the audit commences, of

the nature and scope of the audit as set out in the annual plans for each of the CCGs; • Discussion with the External Auditors of their local evaluation of audit risks the impact on

the scope of the Annual Audit Plans; • Review all External Audit reports, including the report to those charged with governance,

agreement of the Annual Audit Letters for each of the CCGs before submission to the Governing Body Bodies and any work undertaken outside of the Annual Audit Plans, together with the appropriateness of management responses.

Excluded from the responsibilities of the Committee are those functions relating to the selection, appointment and removal/resignation of the External Auditors which shall be the responsibility of the Joint Auditor Panel set up in line with Schedule 4, Paragraph 1 of The Local Audit and Accountability Act 2014 which functions are more specifically set out in the Joint Auditor Panel Terms of Reference approved by the respective Governing Bodies. Financial Reporting

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• Monitor the integrity of the financial statements of the CCGs and any formal announcements relating to the CCGs’ respective financial performance;

• Ensure that the systems for financial reporting to the Governing Bodies, (including those relating to budgetary control) are subject to review as to completeness and accuracy of the information provided to the respective Governing Bodies;

• Review and approve the annual report and annual accounts where timescales or other circumstances dictate for submission to NHS England with a report to the next meeting of the Governing Bodies of the action taken by the Committee.

Counter Fraud, Bribery and Corruption and Whistleblowing

• The Committee shall satisfy itself that the organization have adequate arrangements in place for countering fraud, bribery and corruption and shall review the outcomes of counter fraud, bribery and corruption work. The Committee shall seek assurance regarding the organisations’ compliance with NHS Protect’s ‘Standards for Commissioners: Fraud Bribery and Corruption’, by means including: reports from the Counter Fraud Specialist, the respective CCGs’ annual Self-Assessment Review Toolkit (SRT) submission to NHS Protect, and from NHS Protect inspection reports;

• Review arrangements by which staff may, in confidence, raise concerns about the possible improprieties in matters of financial reporting or other matters.

Other Matters

• Review the work of other Committees whose work can provide relevant assurance to the Committee’s own scope of work which will include the Governing Bodies and any risk management committees of the Governing Body Bodies;

• Request and review reports and positive assurances from directors and managers on the overall arrangements for governance, risk management and internal control and specific reports on individual functions as appropriate;

• Oversee external assessments including those relating to quality. The Committee is authorised by the respective Governing Bodies to investigate any activity within its Terms of Reference. It is authorised to seek any information it requires from any employees are directed to co-operate with any request made by the Committee. 7. Conduct of Business The Committee will be expected to conduct itself as an exemplar organization working to the seven Nolan principles of public life namely:

• Selflessness • Integrity • Objectivity • Accountability • Openess • Honesty • Leadership.

Members of the Committee have a collective responsibility for the operation of the Committee. They will participate in discussion, review evidence and provide objective expert input to the best of their knowledge and ability and will endeavor to reach a collective view. The Committee may delegate tasks to such individuals, committees or individual members as it shall see fit provided that any such delegations are consistent with the parties’ relevant governance arrangements, are recorded in scheme of delegation, are governed by terms of reference as appropriate and reflect appropriate arrangements for the management of conflicts of interest.

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Members of the Committee shall respect confidentially requirements as set out in the respective CCGs’ Standing Orders. 8. Administration of Meetings The Director responsible for overseeing the administration of the Committee is the Chief Finance Officer. Agendas and supporting papers will be circulated no later than 5 working days in advance of meetings. Any items placed on the agenda will be sent to the Committee Administrator no later than 7 working days in advance of the meeting. Items that miss the deadline for inclusion on the agenda may be added on receipt of permission of the Chair. Minutes will be taken at all meetings and circulated to the members of the Committee. The minutes will be approved by agreement of the Committee at the next meeting. The Chair of the Committee will agree minutes for submission to the Governing Bodies prior to formal approval by the Committee where timescales permit. The Chair will present the Committee’s minutes to the Governing Bodies for information and consideration. The CCGs will also comply with any reporting requirements set out in their respective Constitutions. 9. Declarations of Interest The CCGs have a Conflicts of Interest Policy and a Registers of Members’ Interests. At the beginning of each formal meeting, members will be required to declare any personal interest if it relates specifically to a particular issue under consideration. Any such declaration shall be formally recorded in the minutes for the meeting in accordance with the provisions set out in the CCGs’ policy. All declared interests will be managed in line with the requirements of the CCGs’ Conflicts of Interest Policy. 10. Reporting Responsibilities The Committee has been appointed by the respective Governing Bodies and has no executive powers other than those specifically delegated in these terms of reference. The Committee will report to the Governing Bodies. A progress report and minutes of its meetings will be presented to the Governing Bodies’ meeting. The Chair of the Committee will draw the Governing Bodies’ attention to any issues that require disclosure or where executive action is necessary. The Committee will report annually to the Governing Bodies on its work to support the Annual Governance Reports for each of the CCGs, specifically commenting on the fitness for purpose of the CCGs’ Assurance Frameworks, the completeness and embedding of risk management in the CCGs and the integration of governance arrangements. The Committee may establish working groups to support it in its role. The scope and membership of those working groups will be determined by the Committee. The Committee will submit an annual report of its work to the CCGs’ Governing Bodies.

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11. Review of Terms of Reference The Terms of Reference will be reviewed at least annually or more often when there is a material change to the contents of the Terms of Reference. Any proposed amendments to the Terms of Reference will be submitted to the Governing Bodies for approval. This review date: January 2017 Next review date: January 2018 This version is V1 January 2017

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NHS Mansfield and Ashfield CCG NHS Newark and Sherwood CCG Audit and Governance Committee

Terms of Reference 1. Purpose The Audit & Governance Committee provides an independent and objective view on the areas set out in its responsibilities. The Committee is authorised to take decisions on behalf of NHS Mansfield and Ashfield Clinical Commissioning Group and NHS Newark and Sherwood Clinical Commissioning Group on matters relevant to its purpose. It is able to obtain outside legal or independent professional advice and to secure attendance of outsiders with relevant experience and expertise if they consider this to be necessary. 2. Membership The Committee is appointed by the respective Governing Bodies from amongst the lay and clinical members of the CCGs and will consist of not less than three members. One of the members will be appointed Chair of the Committee by the CCGs’ respective Governing Bodies. In the absence of the Chair one of the other members of the Committee will chair the meeting as determined by the Chair of the Committee prior to the meeting. The Clinical Chairs of the respective Governing Bodies will not be members of the Committee. The membership of the Committee comprises the following:

• 1 Governing Bodies’ lay member (joint appointment) (Chair of the Committee) • 1 other of the Governing Bodies’ lay members (joint appointment) • 1 GP Governing Body member from Mansfield and Ashfield CCG • 1 GP Governing Body member from Newark and Sherwood CCG • 1 Independent lay member who is a joint appointment but not on either of the CCGs’

Governing Bodies. The Chief Finance Officer, Accountable Officer, Chief Nurse, and Internal Audit and External Audit representatives will normally attend meetings. The Head of Corporate Governance and/or their nominated officer will also be in attendance. Additional members may be co-opted as required. Other directors and members of CCG staff will be invited to attend meetings as appropriate. The Head of Corporate Governance and/or their nominated representative will attend meetings to provide appropriate support to the Chair and other members and will arrange for minutes of the meeting to be taken. The Accountable Officer will be invited to attend, at least annually, to discuss the assurance process which supports the respective CCGs’ Annual Governance Reports. Any business to be conducted by the Joint Auditor Panel shall be identified clearly and separately from on any agenda of the Committee so as not to confuse the business of the Committee and the Joint Auditor Panel. Where members of the Committee are also members

25

of the Joint Auditor Panel, they shall deal with Committee business as Committee members (and not Joint Auditor Panel members) and they shall deal with Joint Auditor Panel business as Joint Auditor Panel members (and not as Committee members). 3. Chair and Deputy One of the lay members who is a member of both the respective Governing Bodies will be appointed Chair of the Committee by the respective CCGs’ Governing Bodies. In the absence of the Chair, the Chair will determine which one of the other members of the Committee will act as the Chair. 4. Quorum and Voting Arrangements The Committee will be deemed quorate if at least one Governing Body lay member or independent lay member and one GP Governing Body member are present. 5. Frequency of meetings Meetings of the Committee will be held bi-monthly with a minimum of 6 meetings each year. The Committee will meet as a joint Committee of the two CCGs for all its business except where the Chair may determine there are particularly sensitive items that relate to one or other of the CCGs in which case any such items will be taken separately from the joint business. In that case, the Chair may determine that the GP Governing Body Member representing a single CCG may be excluded from business particularly sensitive to the other CCG. The agenda will identify any such sensitive business. The External Auditors or Internal Auditors may request a meeting of the Committee if they consider it to be necessary. The Committee will meet privately, at least annually, with the Internal and External Auditors. 6. Duties The responsibilities of the Audit and Governance Committee are:- Governance, Risk Management and Internal Control

• The Committee will provide the respective Governing Bodies with assurance on the effectiveness of the CCGs’ Assurance Frameworks and the underlying assurance processes. The Committee will review achievement of strategic objectives and will provide assurance that significant risks to the CCGs’ strategic objectives are being appropriately managed and will give guidance to the Governing Bodies on required remedial actions. The Committee will review the establishment and maintenance of an effective system of integrated governance, risk management and internal control and the activities (both clinical and non-clinical).

• In particular the Committee will oversee the management of significant risks and will

review the adequacy and effectiveness of:

All risk and control related disclosure statements (in particular the Internal Audit Annual Opinion and External Audit opinion);

The underlying assurance processes that indicate the degree of achievement of corporate objectives, the effectiveness of the management of principal risk and the appropriateness of the above disclosure statements;

Compliance with the CCGs’ respective Constitutions, Standing Orders, Schemes of Delegation, Financial Policies and other associated policies and procedures;

The systems in place for the development, management and application of CCGs’ strategies and policies, providing advice to the Governing Bodies and on approval and adoption as appropriate.

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• The Committee will primarily utilise work of Internal Audit, External Audit and other assurance functions but will not limit itself to these sources. It will also seek reports and assurances from officers as appropriate, concentrating on the over-arching systems of governance, risk management and internal control, together with indicators of their effectiveness. The Committee will use the CCGs’ Assurance Frameworks to guide its work.

• The Committee will also provide assurance to the Governing Bodies on the development

and delivery of the following strategies and policies:

Risk management; Clinical governance; Quality assurance; Safeguarding; Conflicts of interest.

Internal Audit The Committee will ensure that there is an effective internal audit function that meets the mandatory Public Sector Internal Audit Standards and provides appropriate independent assurance to the Audit and Governance Committee, Chief Officer and Governing Body Bodies by:

• Consideration of the provision and cost of the Internal Audit service and any questions of resignation or dismissal;

• Review and approval of the Internal Audit plans for each of the CCGs ensuring it is consistent with the audit of needs of the CCGs as identified in the CCG Assurance Frameworks;

• Considering the major findings of Internal Audit work (and management’s response) and ensuring co-ordination between the Internal and External Auditors to optimise audit resources;

• Ensuring that the Internal Audit function is adequately resourced and has appropriate standing within the organisation;

• An annual review of the effectiveness of Internal Audit. External Audit The Committee will review the work and findings of the External Auditors and consider the implications and management’s responses to their work. This will be achieved by:

• Consideration of the performance of the External Auditors; • Discussion and agreement with the External Auditors, before the audit commences, of

the nature and scope of the audit as set out in the annual plans for each of the CCGs; • Discussion with the External Auditors of their local evaluation of audit risks the impact on

the scope of the Annual Audit Plans; • Review all External Audit reports, including the report to those charged with governance,

agreement of the Annual Audit Letters for each of the CCGs before submission to the Governing Body Bodies and any work undertaken outside of the Annual Audit Plans, together with the appropriateness of management responses.

Excluded from the responsibilities of the Committee are those functions relating to the selection, appointment and removal/resignation of the External Auditors which shall be the responsibility of the Joint Auditor Panel set up in line with Schedule 4, Paragraph 1 of The Local Audit and Accountability Act 2014 which functions are more specifically set out in the Joint Auditor Panel Terms of Reference approved by the respective Governing Bodies. Financial Reporting

27

• Monitor the integrity of the financial statements of the CCGs and any formal announcements relating to the CCGs’ respective financial performance;

• Ensure that the systems for financial reporting to the Governing Bodies, (including those relating to budgetary control) are subject to review as to completeness and accuracy of the information provided to the respective Governing Bodies;

• Review and approve the annual report and annual accounts where timescales or other circumstances dictate for submission to NHS England with a report to the next meeting of the Governing Bodies of the action taken by the Committee.

Counter Fraud, Bribery and Corruption and Whistleblowing

• The Committee shall satisfy itself that the organization have adequate arrangements in place for countering fraud, bribery and corruption and shall review the outcomes of counter fraud, bribery and corruption work. The Committee shall seek assurance regarding the organisations’ compliance with NHS Protect’s ‘Standards for Commissioners: Fraud Bribery and Corruption’, by means including: reports from the Counter Fraud Specialist, the respective CCGs’ annual Self-Assessment Review Toolkit (SRT) submission to NHS Protect, and from NHS Protect inspection reports;

• Review arrangements by which staff may, in confidence, raise concerns about the possible improprieties in matters of financial reporting or other matters.

Other Matters

• Review the work of other Committees whose work can provide relevant assurance to the Committee’s own scope of work which will include the Governing Bodies and any risk management committees of the Governing Body Bodies;

• Request and review reports and positive assurances from directors and managers on the overall arrangements for governance, risk management and internal control and specific reports on individual functions as appropriate;

• Oversee external assessments including those relating to quality. The Committee is authorised by the respective Governing Bodies to investigate any activity within its Terms of Reference. It is authorised to seek any information it requires from any employees are directed to co-operate with any request made by the Committee. 7. Conduct of Business The Committee will be expected to conduct itself as an exemplar organization working to the seven Nolan principles of public life namely:

• Selflessness • Integrity • Objectivity • Accountability • Openess • Honesty • Leadership.

Members of the Committee have a collective responsibility for the operation of the Committee. They will participate in discussion, review evidence and provide objective expert input to the best of their knowledge and ability and will endeavor to reach a collective view. The Committee may delegate tasks to such individuals, committees or individual members as it shall see fit provided that any such delegations are consistent with the parties’ relevant governance arrangements, are recorded in scheme of delegation, are governed by terms of reference as appropriate and reflect appropriate arrangements for the management of conflicts of interest.

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Members of the Committee shall respect confidentially requirements as set out in the respective CCGs’ Standing Orders. 8. Administration of Meetings The Director responsible for overseeing the administration of the Committee is the Chief Finance Officer. Agendas and supporting papers will be circulated no later than 5 working days in advance of meetings. Any items placed on the agenda will be sent to the Committee Administrator no later than 7 working days in advance of the meeting. Items that miss the deadline for inclusion on the agenda may be added on receipt of permission of the Chair. Minutes will be taken at all meetings and circulated to the members of the Committee. The minutes will be approved by agreement of the Committee at the next meeting. The Chair of the Committee will agree minutes for submission to the Governing Bodies prior to formal approval by the Committee where timescales permit. The Chair will present the Committee’s minutes to the Governing Bodies for information and consideration. The CCGs will also comply with any reporting requirements set out in their respective Constitutions. 9. Declarations of Interest NHS Mansfield and Ashfield CCG and NHS Newark and Sherwood CCG have a Conflict of Interest Policy and have a register of member interests. At the beginning of each formal meeting, members will be required to declare any personal interest if it relates specifically to a particular issue under consideration. Any such declaration shall be formally recorded in the minutes for the meeting in accordance with the provisions set out in the CCG policy. Where a declaration of interest means that there is an actual or a suspected conflict of interest, the conflict must be identified by the Chair and Administrative Support at the agenda setting stage of meeting planning. This will enable the consideration of the provision of papers in preparation of the meeting to prevent those with direct conflicts from having access to information which they are not permitted to act in their capacity within the meeting to discuss, or decide. All declared interests will be managed in line with the requirements of the CCGs’ Conflict of Interests Policy. The CCGs will not award a contract for the provision of NHS healthcare services where conflicts, or potential conflicts, between interests involved in commissioning such services and the interests involved in providing them appear to affect the integrity of that award and the CCGs will keep a record of how it manages any such conflict in relation to NHS commissioning contracts it has entered into. 10. Reporting Responsibilities The Committee has been appointed by the respective Governing Bodies and has no executive powers other than those specifically delegated in these terms of reference. The Committee will report to the Governing Bodies. A progress report and minutes of its meetings will be presented to the Governing Bodies’ meeting.

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The Chair of the Committee will draw the Governing Bodies’ attention to any issues that require disclosure or where executive action is necessary. The Committee will report annually to the Governing Bodies on its work to support the Annual Governance Reports for each of the CCGs, specifically commenting on the fitness for purpose of the CCGs’ Assurance Frameworks, the completeness and embedding of risk management in the CCGs and the integration of governance arrangements. The Committee may establish working groups to support it in its role. The scope and membership of those working groups will be determined by the Committee. The Committee will submit an annual report of its work to the CCGs’ Governing Bodies. 11. Review of Terms of Reference The Terms of Reference will be reviewed at least annually or more often when there is a material change to the contents of the Terms of Reference. Any proposed amendments to the Terms of Reference will be submitted to the Governing Bodies for approval. This review date: January 2017 Next review date: January 2018 This version is V1 January 2017

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Mansfield and Ashfield CCG Newark and Sherwood CCG Joint Auditor Panel Terms of Reference 1. Constitution The respective Governing Bodies for Mansfield and Ashfield Clinical Commissioning Group and Newark and Sherwood Clinical Commissioning Group hereby resolve to nominate the Audit and Governance Committee to act as their joint Auditor Panel in line with Schedule 4, Paragraph 1 of The Local Audit and Accountability Act 2014. The Auditor Panel is a non-executive committee of the respective Governing Bodies and it has no executive powers other than those specifically delegated in these Terms of Reference. 2. Membership The Auditor Panel shall comprise: The entire membership of the Audit and Governance Committee with no additional appointees. This means that all members of the Auditor Panel are independent non-executives and at least three members from the Audit and Governance Committee are independent and non-executive members of the each of the Governing Bodies with some members having a dual capacity; In line with the requirements of Regulation 6 of the Local Audit (Health Services Bodies Auditor Panel and Independence) Regulations 2015 each member’s independence must be reviewed against the criteria laid down in the Regulations. 3. Chairperson The Chairperson on the Auditor Panel shall be appointed by the respective Governing Bodies. The Chairperson of the Audit Panel shall be the Chair of the CCGs’ Audit and Governance Committees who will co-chair meetings of the Auditor Panel in the capacity of the Chairperson of the Auditor Panel. In no circumstances shall the Clinical Chairs of either CCG’s Governing Body be permitted to chair the Auditor Panel. 4. Removal/Resignation The Chairperson or any member(s) of the Auditor Panel can be removed in line with rules agreed by the Governing Bodies as set out in the respective CCGs’ Constitutions. 5. Quorum In order for the Auditor Panel to be quorate, independent members of the Auditor Panel must be in the majority and there must be at least two independent members from each of the CCGs’ membership on the Auditor Panel or 50% of the Auditor Panel’s total membership whichever is the highest. 6. Attendance at Meetings

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The Chairperson of the Auditor Panel may invite executive directors and others to attend meetings of the Auditor Panel depending on the requirements of each meeting’s agenda. Such invitees are not members of the Auditor Panel. 7. Frequency of Meetings The Auditor Panel shall consider the frequency and timing of meetings to allow it to discharge its responsibilities but as a general rule it will meet on the same day as the Audit and Governance Committees. Business to be conducted by the Auditor Panel shall be identified clearly and separately on any agenda and the Audit and Governance Committee’s members shall deal with Auditor Panel matters as Auditor Panel members and not as Audit and Governance Committee‘s members. 8. Conduct of Business The Auditor Panel will be expected to conduct itself as an exemplar organization working to the seven Nolan principles of public life, namely:

• Selflessness • Integrity • Objectivity • Accountability • Openness • Honesty • Leadership.

Members of the Auditor Panel have a collective responsibility for the operation of the Auditor Panel. They will participate in discussion, review evidence and provide objective expert input to the best of their knowledge and ability and will endeavor to reach a collective view. The Auditor Panel may delegate tasks to such individuals as it shall see fit, provide that any such delegations are consistent with relevant governance arrangements, are recorded in a scheme of delegation, are governed by terms of reference as appropriate and reflect appropriate arrangements for the management of conflicts of interest. Members of the Auditor Panel shall respect confidentiality requirements as set out in the respective CCGs’ Standing Orders. 9. Declarations of Interest NHS Mansfield and Ashfield CCG and NHS Newark and Sherwood CCG have a Conflict of Interest Policy and have a register of member interests. At the beginning of each formal meeting, members will be required to declare any personal interest if it relates specifically to a particular issue under consideration. Any such declaration shall be formally recorded in the minutes for the meeting in accordance with the provisions set out in the CCG policy. Where a declaration of interest means that there is an actual or a suspected conflict of interest, the conflict must be identified by the Chair and Administrative Support at the agenda setting stage of meeting planning. This will enable the consideration of the provision of papers in preparation of the meeting to prevent those with direct conflicts from having access to information which they are not permitted to act in their capacity within the meeting to discuss, or decide. All declared interests will be managed in line with the requirements of the CCGs’ Conflict of Interests Policy.

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The CCGs will not award a contract for the provision of NHS healthcare services where conflicts, or potential conflicts, between interests involved in commissioning such services and the interests involved in providing them appear to affect the integrity of that award and the CCGs will keep a record of how it manages any such conflict in relation to NHS commissioning contracts it has entered into. 10. Authority The Auditor Panel is authorised by the respective Governing Bodies to carry out the functions specified below and can seek any information it requires from any employees and/or relevant third parties. All employees are directed to co-operate with any request made by the Auditor Panel. The Auditor Panel is authorised by the respective Governing Bodies to obtain any outside legal or other independent professional advice (e.g. from procurement specialists) and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. Any such outside advice must be obtained in line with the respective CCGs’ existing rules. 11. Functions The Auditor Panel’s functions are to:-

• Advise the respective Governing Bodies on the selection and appointment of the external auditors. This includes:-

o Agreeing and over-seeing a robust process for selecting the external auditors in line with the CCGs’ normal procurement rules;

o Making a recommendation to the respective Governing Bodies as to who should be appointed;

o Ensuring that any conflicts of interest are dealt with effectively.

• Advise the respective Governing Bodies on the maintenance of an independent relationship with the appointed external auditors

• Advise (if asked) the respective Governing Bodies on whether or not any proposal from

the external auditors to enter into a liability limitation agreement as part of the procurement process is fair and reasonable.

• Advise on (and approve) the contents of the respective CCGs’ policy on the purchase of

non-audit services from the appointed external auditors.

• Advise the respective Governing Bodies on any decision about the removal or resignation of the external auditors.

12. Reporting Responsibilities The Chairperson of the Auditor Panel will report items for consideration by the respective Governing Bodies through submission of a progress report, minutes, papers and reports on relevant meetings. The Auditor Panel will provide an annual report to the respective Governing Bodies setting out progress made and future developments. 13. Administration of Meetings The respective CCGs governance lead shall be responsible for the organisation of effective administrative support to the Auditor Panel. The duties of the person appointed to fulfil this role shall include:

• Agreeing agendas with the Chairperson; 33

• Preparing, collating and circulating papers in good time; • Ensuring that those invited to each meeting attend; • Taking the minutes and helping the Chairperson to prepare reports to the respective

Governing Bodies; • Keeping a record of matters arising and issues to be carried forward; • Arranging meetings for the Chairperson; • Maintaining records of members’ appointments and renewal dates etc.; • Advising the Auditor Panel on pertinent issues/areas of interest/policy developments; • Ensuring that members of the Auditor Panel receive the development and training

required; and • Providing appropriate support to the Chairperson and members of the Auditor Panel.

The Director responsible for overseeing the administration of the Auditor Panel is the Chief Finance Officer. Agendas and supporting papers will be circulated no later than 5 working days in advance of meetings. Any items placed on the agenda will be sent to the Committee Administrator no later than 7 working days in advance of the meeting. Items that miss the deadline for inclusion on the agenda may be added on receipt of permission of the Chairperson. Minutes will be taken at all meetings and circulated to the members of the Auditor Panel. The minutes will be approved by agreement of the Auditor Panel at the next meeting. The Chairperson of the Committee will agree minutes to be submitted to the respective Governing Bodies prior to formal approval by the Auditor Panel. The Auditor Panel will present its minutes to the respective Governing Bodies for information and consideration. The respective CCGs will also comply with any reporting requirements set out in their respective Constitutions. 14. Remuneration Payments to members of the Auditor Panel shall be in line with the respective CCGs joint policy on members’ reimbursement and allowances. 15. Review of Terms of Reference The Terms of Reference will be reviewed at least annually or when there is a material change to the contents of the Terms of Reference. Any proposed amendments to the The terms of reference will be submitted to the Governing Body for approval. Date: This review date: January 2017 Next review date: January 2018 This version: Version 1 – January 2017

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