The Board

This page sets out the Terms of Reference for The Board with links to Board Member information and minutes

Role of the Board

The role of the Board is to set the framework for the operation of the Office, including agreeing the strategy, budget and key policies.  The Board will also guide and advise the Ombudsman and provide assurance to the Ombudsman that the Office’s corporate governance, management and control arrangements are operating efficiently and effectively.

The Board takes specific responsibility for:

Strategy and Policy

  • Agreeing the Office’s Vision, Mission and Strategic Aims
  • Agreeing the five year Strategic Plan and the annual Corporate Business Plan
  • Agreeing the Strategic Casework Framework
  • Agreeing high level budget allocations and agree the funding submission to HM Treasury
  • Agreeing capital investment/contracts over £1m
  • Agreeing corporate policies (e.g. employment policies, casework policies)
  • Ensure that the principles of equality and diversity are upheld, applied and promoted.

Performance and delivery

  • Agreeing the annual Resource Accounts
  • Monitoring performance of the Office’s business and providing challenge and assurance
  • Monitoring strategic risks and providing challenge and assurance
  • Monitoring the management of resources in achieving the strategic aims.

Stewardship and Governance

  • Agreeing the Office’s governance framework
  • Reviewing the effectiveness of the Leadership Team
  • Providing advice to the Ombudsman on accountability to stakeholders, including the stewardship of public funds
  • Providing staff with a clear sense of leadership
  • Effective communication of its decisions
  • Considering recommendations from the Leadership Team on any other matter.

The Board does not take individual casework decisions, although it may be involved in casework publications.

Accountability

The Ombudsman and Chair is accountable to Parliament via the Public Administration Select Committee.  In reflection of her statutory accountability, the Ombudsman has the right to disagree with the Board’s decisions but will do so as a last resort and put her reasons in writing to the Board.

The Board is directly accountable to the Ombudsman. The Leadership Team is accountable to the Ombudsman and the Board via the Chief Operating Officer.

Responsibility of Board members

Board members have a specific responsibility to act if they believe that the Ombudsman is acting illegally or in gross violation of her duties.  This responsibility is intended to provide an explicit and transparent assurance to Parliament and the public that the high standards of the Office will be protected.

Membership of the Board

The membership of the Board consists of both executive and non-executive members.  Total members will not exceed 11. (see below).

The balance of skills represented at Board level will be reviewed annually by the Board to ensure the skills relevant to the Office are represented.

The Board shall appoint one of its members Equality and Diversity champion.  The champion will have responsibility for ensuring that equality and diversity implications are considered and promoted during discussion and decision making.

The appointment of non-executive members

Non-executive members will be appointed by the Ombudsman for a term of no more than three years, renewable for one further term.  Appointment will be through a transparent recruitment and selection process.

The appointment of executive members

A number of the Office’s executives will be executive members of the Board.  They will be members of the Leadership Team, and their membership of the Board will be agreed by the Ombudsman on the advice of the Chief Operating Officer.

Board Committees

The Board may establish committees and delegate work to those committees.  The Board will set the terms of reference for its committees and assess their performance annually.  Membership of the committees will be drawn from Board members.
 The Board will convene a Remuneration Committee and a Risk and Audit Committee.  All members of these committees will be non-executive members of the Board providing one of the non-executive members is a qualified accountant.  If this is not the case a qualified accountant will be appointed as an external member of the Audit Committee.

Minutes of committee meetings will be submitted to the next available Board meeting.  Committee chairs will report annually to the Board on the work of the committee.

Meetings of the Board

The Board will meet a minimum of 6 times a year. 

A quorum will be 3 non-executive members and the Ombudsman.

The Director of Finance, Performance and Planning will be in attendance at Board meetings.  Other staff may be required to attend meetings for specific agenda items.

The meeting after the end of each quarter will consider the Quarterly Corporate Performance Assessment Report.

Meetings are not open to the public.

Secretariat function

The Secretariat will produce a minute of the attendees, proceedings and decisions, including further action required.  A rolling log of actions will be maintained by the Secretariat and submitted to each meeting for review.

The Secretariat will ascertain at the start of each meeting whether any member has a conflict, or potential conflict, of interest and record it in the minutes.

Publication of minutes

At each meeting, the Board will approve the minutes of previous meeting.  Once approved, the minutes will be published on PHSO’s website, subject to the consideration of any sensitive items which should be withheld under the Freedom of Information Act.

Papers for the Board

A forward programme will be maintained by the Secretariat of items for future meetings.

Each meeting will be subject to an agenda agreed by the Chair.

Restricted items will be subject to a separate record and will not be made available beyond Board members and other required recipients.

Board papers will normally be circulated to members by the Secretariat not less than five working days in advance of the meeting.  Papers will be circulated in hard or electronic copy, as preferred, with the exception of restricted papers, which will only be circulated in hard copy.

Board papers will only be tabled at a meeting with the express, advance, permission of the Chair.

Review of Board Terms of Reference

The Board Terms of Reference, including membership, will be reviewed on an annual basis from January 2014.

Date: April 2013