We need to talk about boards of directors. Debate about the future shape of the NHS shows that we need more discussion and understanding of the role and powers of the boards of directors of NHS provider organisations, and in particular how well functioning boards directly support their staff and improve services for patients. Our starting point is that NHS provider organisations already have significant potential to adapt and transform and that board-led organisations are more likely to be better led through times of change than other organisations. The purpose of this report is to
help create a shared understanding of the role and potential of boards in the NHS.

Key issues

• The current legal model, the public benefit corporation, is uniquely adaptable and can provide a vehicle for substantial organisational change when combined with good governance. There is a need to sustain the benefits of the unique legal form of foundation trusts, the public benefit corporation, including provider board autonomy and local accountability.
• No legal or organisational model is, or can be, immune from failure. However, good corporate governance is essential to the delivery of high quality healthcare and good corporate governance is best delivered by unitary boards.
• Evidence from the private and public sectors suggest that unitary boards provide the best vehicle for good corporate governance because they combine an independent perspective with detailed knowledge of the organisation in setting strategy and culture, in oversight of the work of the executive and in being accountable to stakeholders.
• Compliance and performance management regimes result in compliance at best, but can divert resources away from the key business of leading and directing organisations.
• Autonomy is necessary to make the cultural changes necessary to deliver medium term sustainability. It would be unhelpful if the provider sector were diverted from this task by a quest for the perfect organisational form.