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Minutes of a Single Agenda Item Trust Board Meeting held on Wednesday 1 September 2010 at 2.30pm in the Boardroom at Broad Lea House, Bradley, Huddersfield Present: Rob Napier Tony Gerrard Rob Millington Valerie Aguirregoicoa Imran Patel Mehboob Khan Mike Potts Dr David Anderson Carol McKenna Dr Judith Hooper Sheila Dilks In attendance: Sue Ellis Helena Corder Steve Brennan Jim Barwick Robert Flack Sarah Lindley David Thompson Pauline Kershaw Alison Fearnley

Chairman Non-executive Director Non-executive Director Non-executive Director Non-executive Director Non-executive Director Chief Executive Chair of Clinical Executive Executive Director of Commissioning and Strategic Development Executive Director of Public Health Executive Director of Patient Care and Professions

Director of Human Resources and Organisational Development Director of Corporate Services Deputy Director of Finance Assistant Director, Strategic Development (Adults) Managing Director, Kirklees Community Healthcare Services (KCHS) Head of Communications Observer/LINkS Representative Executive Assistant Corporate Governance Administrator

In addition there were six members of the public in attendance. The Chairman opened the meeting by welcoming all those in attendance. In particular Steve Brennan was welcomed who was deputising for Bryan Machin, Executive Director of Finance. Questions from members of the public The Chairman gave an opportunity for members of the public to raise any questions.

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Mr Paul Cooney, Branch Secretary of Huddersfield Health UNISON, addressed the Board to oppose the proposal to transform KCHS into a Social Enterprise (SE) and circulated a response to the proposal for the Board to consider. The Board took time to reflect on this. Mr Cooney then went on to emphasise his objections to the proposals in more detail, stating that the announcement of the SE was a complete surprise to staff side and at odds with all previous statements made during ongoing partnership meetings throughout the previous 18 months. He also added that the change in direction was reached without any consultation on the issue with the Unions or the staff they represent and that the staff road shows that had been conducted by KCHS management did not constitute full and meaningful consultation with staff about the full range of options concerning the organisational form of KCHS. Finally he also highlighted that proper due consideration had not been given to the full range of options eg Community Foundation Trusts (CFTs). Jean Moxon from Kirklees Local Involvement Network (LINk) then addressed the Board to ask what involvement there had been or would be with stakeholders. Michael Snee, also a representative from Kirklees LINk, made reference to page 50 of the Board papers which refers to key stakeholder views and asked what the views of GPs were and if they could visit the LINk to talk about any concerns they may have around the future changes. Mike Potts advised that there was a consultation document out at the moment and proposed that representatives from the PCT meet with the LINk to talk about the proposals outlined in the White Paper in more detail. Rob Napier thanked those members of the public who addressed the Board with their concerns, and said given the importance of this topic, he would give members of the public the opportunity to comment during the course of the meeting, when the Board debate these issues in more detail. KPCT/10/171

Apologies for Absence Apologies for absence were received from Vanessa Stirum, Non-executive Director and Vice Chair, Bryan Machin, Executive Director of Finance and Peter Flynn, Director of Performance and Information.


Declarations of Interest Sue Ellis declared an interest in the single agenda item ‘Transforming Community Services’ as the Human Resources Shared Service also supported Kirklees Community Healthcare Services.


Transforming Community Services Rob Napier advised that the first report set the scene for Transforming Community Services (TCS) and invited Sheila Dilks to introduce the report to the Board.

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NHS Kirklees Commissioning Intentions for Community Services Sheila advised that the report outlined NHS Kirklees’ Commissioning intentions for community services for any provider putting forward a request. She explained that the Commissioning intentions were an extension of the NHS Kirklees Commissioning Strategy for Community Services as the PCT moved towards the formation of a new provider organisation. In particular the report highlighted the following opportunities: -

Developing new ways of working A greater focus on integrated care Partnership working Stakeholder involvement Greater use of technology and innovation

In addition it was recognised that the report outlined the priorities and future challenges for the workforce, the need to deliver the Quality, Innovation, Productivity and Prevention (QIPP) agenda and the requirement to work with partners to reduce health inequalities and improve health outcomes for the population of Kirklees. Sheila went on to highlight the key requirements of the Integrated Business Plan. These included: -

More focus on integrated services and partnership working Improved patient experience and quality Innovative service delivery models Opportunities for sharing costs and reductions in inefficiencies Patient related outcome measures Robust community engagement strategy Evidence of a robust approach to workforce planning Targeting services of most need to reduce health inequalities Continuing to develop technology solutions Integrated Care models Evidence of Stakeholder involvement in the development of the organisation Closer alignment with primary care practice units Reduced demand on secondary care services

Sheila emphasised that the Commissioning intentions applied to all providers of community services in the future.

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It was recognised that this was challenging given the QIPP agenda. Dr Anderson reassured the Board that GPs had been involved in developing the commissioning intentions and that their comments had been incorporated. The Board was given the opportunity to comment on the commissioning intentions. Dr Hooper emphasised the need for the Board to have the opportunity to cross examine the Integrated Business Plan (IBP) prior to final submission. Valerie Aguirregoicoa was concerned that there was no mention of the type of organisation and their Vision and Values and how they reflect against the PCT’s. It was recognised that the commissioning intensions are strategic and a high level vision. It was emphasised that this was an opportunity for KCHS to come forward with innovative proposals on how the commissioning intentions can be achieved/delivered which should be outlined in the IBP. Valerie Aguirregoicoa pointed out that the Commissioning Intentions should be Equality Impact Assessed. Sheila Dilks AGREED to take this forward. The Board APPROVED the Commissioning Intentions requiring the provider to align the Business Case with the Commissioning intentions. •

Expression of Interest – Realising the Vision Rob Napier invited Robert Flack to present the Expression of Interest (EOI), to set up a Social Enterprise (SE) to provide Community Healthcare Services in Kirklees, to the Board. Robert addressed the Board by showing a video presentation from four different healthcare professionals reflecting their views about the options available for KCHS to be a new organisation such as a SE or integration with an existing provider. This involved views form an Occupational Therapist, District Nurse Team Leader, Community Matron for Long Terms Conditions and a Health Visitor Team Leader. Views were mixed with common concerns about changes in Terms and Conditions but overall the general consensus was positive. Page 4 of 10

Dr Hooper enquired what percentage of staff had attended the road shows to date. Robert estimated that approximately 600 staff (in excess of 50%) had attended a road show to date but admitted that he had not recorded attendance at the first two meetings. In addition it was noted that over 300 staff had responded to an electronic survey which had been launched week commencing 31 August 2010. Robert went on to expand on forthcoming engagement with staff, confirming that more road shows and electronic staff surveys were planned. In addition he confirmed that further engagement was planned with the Unions and other key stakeholders eg LINk. Sue Ellis also provided additional examples of engagement with staff side Unions and staff which had been undertaken involving representatives from UNISON, UNITE, the Royal Collage of Nursing and the Chartered Society of Physiotherapists. A discussion ensued regarding the opportunities that had arisen for KCHS to apply for Community Foundation Trust (CFT) status and why this option had not been pursued. It was recognised that the minimum size of CFTs should be in excess of ÂŁ70/80m of organisation and that KCHS is a ÂŁ45m organisation, therefore this option had not currently been pursued. It was acknowledged however that the PCT was seeking further guidance on this and should it become a viable option this would continue to be pursued. Rob Napier advised nevertheless that this would not hold up the PCT in making a decision today. In addition it was emphasised that approval of the EOI does not approve the creation of a social enterprise but enables KCHS to progress to the next stage of the right to request process the development of an Integrated Business Plan. Neil Ferguson, Provider Development Manager, NHS Yorkshire and the Humber provided some background on the policy and timescales for applying to be a CFT. It was recognised that to date there was no detail about the different models of CFTs only the traditional model and that expressions of interest needed to be submitted by 31 August. It was recognised that further clarity on CFTs would be sought by the PCT.

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Paul Cooney advised that UNISON had raised the issue of the timetable with the Department of Health, in relation to the White Paper, particularly in regard to CFTs and is awaiting a response which will hopefully extend the timetable for consideration of CFT applications. In conclusion it was recognised that the Board would welcome more evidence of stakeholder engagement and clarity on staff opinion about the change. Tony Gerrard asked for clarity about the governance arrangements and whether there was an intention to broaden membership. Robert Flack confirmed there was and advised that 51% should be owned by staff working for this organisation with 49% of work with stakeholders. •

Social Enterprise “Right to Request” and assessment of the Expression of Interest. Sheila Dilks introduced the final report explaining that the report sets out what the Board need to consider in view of the Right to Request and provides guidance on what needs to be taken into account in conducting that assessment. Once again it was pointed out that at this stage the Board was only being asked to approve the EOI which does not approve the creation of a SE. It was highlighted that if there was not clarity and significant progress on securing the final destination for community services by April 2011, the PCT would have to transfer these services to a temporary host organisation until final decisions on their future location are made. Jim Barwick provided an overview of the report. It was noted that where there was reference to EOL throughout the report this should read EOI (Expression of Interest). Attention was drawn to the Risk Assessment, in particular the statement concerning the EOI not being supported by KCHS staff and an article referencing this in the Huddersfield Examiner. It was emphasised that this was not the case and should not be interpreted in the context that this comes across. It is merely an identified potential risk. Once again it was emphasised that consultation with staff would continue to be undertaken. Jim provided clarity regarding what a SE is – businesses established to address a social or environmental need and he summarised the variety of legal forms of SE. These include: -

Private Company Limited by Guarantee (PCLG) Page 6 of 10


Community Interest Company Limited by Guarantee (CIC). Community Interest Company Limited by Shares

Sheila provided examples of CICs which were already working well and advised what the Board should consider in coming to their decision on whether to support the EOI proceeding to the next stage. She then reflected on the staff engagement and consultation which NHS Kirklees had undertaken independent of KCHS. Three sessions had been held during August for staff to meet with Sheila and express their views. It was noted that thirty people had attended these sessions so far. Sheila summarised the emerging views from staff. It was recognised that consideration should be given to commissioning a staff survey. Paul Cooney objected to the second paragraph outlined under paragraph 3.7 of the report as he felt this was not an accurate reflection. Sheila Dilks advised her view was that there had been consultation with staff but agreed this needed to be developed further. Following discussion it was agreed that clarification would be sought on CFTs as it was difficult for the Board to reach a decision without knowing what other providers could offer. It was recognised that should the government change the criteria it would be expected that the deadline for expressions of interest would be changed. Chairman, Rob Napier asked the Board to move towards making a decision on whether or not to approve the Expression of Interest. Attention was drawn to a statement in Paul Cooney’s response, previously circulated to the Board, calling for the Chair to take a formal recorded vote on the proposal. Rob advised that the Board’s usual approach was to gain an overall strong consensus not to take formal votes. Rob then gave Board members the opportunity to reflect their personal views. Sheila Dilks advised she was minded to approve the EOI and confirmed her personal preference was a Community Interest Company Limited by Shares. Rob Millington advised there appeared to be sufficient support to grant the EOI but emphasised that sustainability of the SE would need to be made clear in the IBP, and he confirmed his support for this going forward. Page 7 of 10

Imran Patel enquired if the Unions would be involved in testing the IBP. This was confirmed and it was noted that a Union representative has been invited and will now attend the Transforming Community Services Board meetings. Dr Anderson confirmed robust discussions had taken place both at the Commissioning College and the Clinical Executive where there was a strong consensus at both meetings to proceed to the next stage. Sue Ellis provided clarity regarding concerns over a two tier workforce. She advised that the Cabinet Office Code of Practice related to anyone providing services under a public sector contract and that any SE or alternative model would need to be in keeping with this Code of Practice which would be robustly tested. Neil Ferguson confirmed that NHS Yorkshire and the Humber would support the EOI in principle if sustainable. Mehboob Khan remarked that it was about an organisation that is staff owned with values and principles. He stated it was essential to mitigate any potential risks to staff as much as possible in protecting their staff pensions etc and emphasised that the decision taken today was only about going to the next stage. Mike Potts stated there was evidence of interest and commitment to going to the next stage and confirmed his support for this. Carol McKenna confirmed her support for the EOI proceeding to the next stage but emphasised that assurance would need to be sought on sustainability and leadership within the organisation. In addition she advised that engagement with Practice Based Commissioners etc was critical as they would be the commissioners of the future. Dr Judith Hooper also confirmed her support of the EIO moving forward but remained concerned about the process for scrutinising the IBP as it goes forward and welcomed clarity on this. It was recognised that the responsibility of due diligence of the Business Case was the legal duty of the provider arm. It was acknowledged nevertheless that the PCT would develop its own criteria via the Transforming Community Services Board.

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Valerie Aguirregoicoa echoed Dr Hooper’s concerns regarding scrutiny of the IBP if it goes forward and emphasised that it was difficult to make a decision in choosing the most appropriate provider without knowing what other providers could offer. In addition she accentuated the need for a clear vision and criteria. All the same she did support the decision to approve the EIO. Rob Napier summed up by confirming that the PCT would seek further clarity on the position of CFTs and was mindful that staff views were paramount in terms of engagement and their support of the EOI. It was therefore AGREED that external validation of their support should be sought. Rob also confirmed his support of the EOI to move to the next stage and asked Board members if anyone opposed this decision. No-one objected to this therefore the Board AGREED that the Expression of Interest should proceed to the next stage – the development of an Integrated Business Plan. In addition the Board AGREED the provisional timeline for the development of the IBP and the final decision making process. The Chairman gave a final opportunity for any members of the public to raise any further questions. Paul Cooney addressed the Board stating “as you might expect, I am not pleased with the result” and said that for the last 14 to 18 months staff side had been asking about KCHS’s intentions concerning Transforming Community Services and were told by Robert Flack it was extremely unlikely that a SE route would be followed. He added that they were astonished by the sudden change in direction and timetable and remained concerned that the timetable only left three months to explore an alternative option if the IBP is not approved. Finally he reiterated members concerns about the future of the NHS which he asked the Board to duly consider. Mike Potts emphasised that any approval of the IBP would be the decision of NHS Kirklees not Robert Flack. It was noted that this was a challenging agenda and if the IBP is not approved the PCT would have to transfer these services to a temporary host organisation until final decisions on their future location are made.

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Date and time of the next meeting It was NOTED that the next meeting of NHS Kirklees Board would take place between 9.15am and 1.00pm on Wednesday 27 October 2010 in the Boardroom at Broad Lea House Bradley Business Park.

This concluded the content of the Trust Board meeting held in public and the Chairman declared the meeting closed at approximately 4.50pm.

Chairman’s Signature: ………………………………….

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Date: ………………

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