It will not be possible for boards to carry out their usual risk management and assurance activities during the crisis. At the same time, periods of crisis are when governance failures are more likely to occur. Furthermore, when the crisis eases any lapses are likely to come under intense scrutiny. So while this implies that board’s appetite for risk will need to increase with a commensurate increase in risks that are tolerated rather than actively managed it doesn’t not imply the end of rigorous risk management, but rather a change in emphasis. New risks associated with the management of Covid 19 will need to be added to the board assurance framework and reviewed by the board relatively frequently. This frequency will vary from trusts to trust depending on the scale of the demand they face, but should be at least monthly. NED triangulation activities will need to be scaled down in the short term and boards will need to rely far more than usual on what they are told by the executive for assurance, but this does not mean that directors should cease to look for evidence from more than one source where it is available. This places an onus on directors, with NEDs in the forefront to challenge concisely, but appropriately and to ensure that voices urging reflection or caution are not drowned out by those advocating immediate action. Prompt decisions are important, but it is vital to ensure that they are not flawed decisions’
The focus of boards should be on supporting the executive team and staff by verifying the key risks are identified and managed as appropriate. In times of extreme pressure the ability and willingness to escalate risk issues including escalation outside the trust becomes crucial, so boards will need to seek evidence that escalation processes are working effectively.
Executive directors will need to broaden powers of delegation, so boards will need to accept that there may be situations where they will be informed after the event, rather than consulted more frequently which has been the usual practice. For the more challenging decisions, executive directors may need to ask board colleagues for a second opinion or for support. In this regard it is better to err on the side of caution and consult than to press ahead when in doubt. Executive directors will have little time for the preparation of reports, so boards will need to accept oral reports and be prepared to accept executives tabling items for discussion in the short term. However, it is important to ensure that there is a clear audit trail with minutes recording how decisions, especially the more challenging ones, are made.
The board committee structure will need to be streamlined. There is no one size fits all solution, but some trusts are combining committees, while others are experimenting with the board acting as its own committees and dealing with essential matters only.