The role of a non-executive director (NED) is to provide constructive challenge and strategic guidance, offer specialist advice and lead in holding the executive to account [1]. Crucially, NEDs are not employees of the NHS organisation in which they undertake their role but are contracted to provide their independent expertise and experience. NEDs provide a vital check and balance to the power of the executive.
In the private sector, numerous reviews into corporate failures from the Cadbury Report (1992) to date have highlighted the importance of strong NEDs. In provider collaboratives, as in providers, NEDs should be appropriately involved in decision-making to improve the chances of the executive being effectively challenged and supported, and of avoiding groupthink and cognitive bias.
In the NHS, recent Care Quality Commission (CQC) inspections of trusts operating a group model have also highlighted the risks that not having sufficient NED challenge can bring. Many of these risks could also apply to various models for leading provider collaboratives, wherever decision-making and oversight is devolved to committees, programme boards or similar. The CQC requires assurance that NEDs have effective line of sight to challenge the trust's governance, risk management, and performance.
Taking account of recent CQC reviews, our recommendations are:
- Assurance committees must have NED input.
- Trusts cannot rely on goodwill and NEDs using informal touch points to inform themselves about the operational risks of the trust.
- Where operating a divisional structure, trusts should avoid variation between divisional units in the structure and scope of their assurance committees.
- It needs to be clear how assurance committees in divisional (or collaborative) structures feed into the audit committee of the trust to ensure line of sight.
[1] B1.3 of the Code of governance