This page sets out the terms of reference for the Board with links to committees and minutes.
Our organisation is governed by a unitary, decision-making board made up of executives and non-executives.
The Board's core purpose is to lead, provide stewardship, and to preserve and build our reputation. Members provide robust oversight and assure Parliament of the organisation's effectiveness and efficiency.
The Board does not make individual casework decisions.
Terms of reference
Role of the Board
The Ombudsman has chosen to appoint executives and non-executives to a unitary, decision-making Board to provide robust governance and assure Parliament of the effectiveness and efficiency of the organisation.
The core purposes of the PHSO Board are to lead, provide stewardship, and to preserve and build PHSO’s reputation.
The Board’s leadership role is to:
- set the vision, mission and strategy
- constantly shape and reshape the mission and strategy to achieve the vision
- monitor business plans, budgets and key policies
- scan the horizon and focus on the needs of customers and stakeholders (complainants, citizens, Parliament, bodies in jurisdiction)
- to be visible exemplars of PHSO values.
The Board’s stewardship role is to:
- scrutinise and challenge the thinking and decisions of the Executive so that performance, quality and fitness for purpose of the organisation are well-managed and strategically aligned
- make the critical strategic decisions in relation to performance, quality and fitness for purpose
- support the Ombudsman in carrying out her legal duties.
The Board will also preserve and build PHSO’s reputation to retain and grow the confidence of internal and external stakeholders.
Focus of the Board
To deliver its role, the Board will focus on:
- strategy and planning
- development of the organisation to deliver its strategic aims and achieve its vision
- PHSO performance
- risk and assurance
The Board will not make individual casework decisions.
Matters reserved for the Board include:
- vision, mission, strategy and key policies
- annual business plan and budget
- annual report and accounts
- external expenditure over £100k.
Principles of good governance
Members of the Board have collective responsibility for decisions made by the Board and any public statement arising from these decisions.
The Board will debate issues based on appropriate, accurate and timely information and advice. It will seek to achieve consensus on major decisions. Where this is not possible, collective decisions will be based on a majority with the Chair holding the casting vote.
The Ombudsman is accountable to Parliament through the Public Administration Select Committee. To reflect 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 Managing Director is accountable to the Ombudsman and the Board.
The Leadership Team members are accountable to the Managing Director either directly or via their line manager.
Membership of the Board
The membership of the Board consists of both executive and non-executive members, with non-executive members in the majority. Total members will not exceed 11.
The balance of skills represented at Board level will be reviewed annually by the Board to ensure the skills relevant to the PHSO are represented.
Other staff may be required to attend meetings for specific agenda items.
Responsibility of Board members
The Board members have a specific responsibility to act if they believe that the Ombudsman is acting illegally or in violation of her duties and responsibilities. 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.
Core skills and expertise expected from Board members:
- strategic thinking
- judgement – flexibility, sequencing, priorities
- stewardship and governance – including public section propriety
- use of evidence in decision making
- expertise and experience on service delivery: quality including customer experience, throughput and decisions.
These core skills are to be reflected across the Board members but no one Board member is required to have all the core skills or expertise.
Appointment to the Board
Non-executive members will be appointed by the Chair for a term of no more than three years, renewable for one further term only. Appointment will be through a transparent recruitment and selection process.
PHSO Executive Directors will be ex-officio executive members of the Board.
Executive Directors will be appointed by the Chair of the Board, a senior non-executive board member and the Managing Director.
The Managing Director will be appointed by two non-executive directors including the senior non-executive, and the Ombudsman.
The Board will establish an Audit, Risk and Assurance Committee, Remuneration and Nominations Committee, and a Quality Committee.
The Board may establish such other committees as it thinks fit 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 consist of non-executive Board members except for the Audit Committee which may appoint a qualified accountant as a member if none of the non-executive members is a qualified accountant.
Minutes of committee meetings will be submitted to the next Board meeting.
Committee chairs will report annually to the Board on the work of the committee.
Meetings of the Board
The Board will meet at least seven times per year.
Four meetings will consider the Quarterly Corporate Performance Assessment Report after the end of each quarter.
A meeting in the spring will agree the Business Plan and budget for the forthcoming business year.
A special meeting will be held in June to sign off the Annual Report and Resource Accounts.
A Business Planning Awayday will be held in the autumn to review the Strategic Plan and Business Plan and consider strategic priorities for the period ahead.
One of the Board meetings each year will include a Board effectiveness review.
Board meetings will not be open to the public but staff members will be invited to observe (up to three per meeting)
The quorum will be five but non-executives must be in the majority.
The Board Secretariat will
- agree a meeting timetable with the Chair (or in the Chair's absence the senior Board member) and Managing Director to allow sufficient time for preparation and approval of reports
- produce an agenda agreed by the Chair and Managing Director and circulate it with supporting documentation at least 5 days before the meeting. Papers will be circulated in hard or electronic copy, as preferred. Agenda papers and other documents will be sent in accordance with PHSO’s security policy.
- produce a minute of the attendees, proceedings and decisions, including further action required. Restricted items will be subject to a separate record and will not be made available beyond Board members and other necessary recipients.
- maintain a rolling log of actions and submit it to each meeting for review
- ascertain at the start of each meeting whether any member has a conflict, or potential conflict, of interest and record it in the minutes.
- maintain a forward programme of items for future meetings.
Agenda and reports
The final agenda and reports shall be approved for circulation in a pre-board meeting with the Chair and Executive Team, which will be convened by the Board Secretary.
Reports must be discussed in advance with the Board Secretary. A template is available on the intranet along with a guide for completion.
The Chair shall have the discretion to alter the order of the agenda at the meeting and to take other business that does not appear on the agenda where the Chair considers the matter to be urgent.
A Board Member may place items on the agenda for a Board meeting, with the agreement of the Chair and Managing Director by contacting the Board Secretary in advance of the meeting.
Agenda items and reports not considered at a meeting shall be carried forward for consideration at the next Ordinary Board Meeting, unless otherwise agreed.
Minutes will be taken at each meeting by the Board Secretary who will record the attendance of Board Members and all decisions made and the reason(s) for such decisions.
Action points and minutes will be distributed within three working days of the meeting.
The Chair will agree the minutes before they are sent to the Board for approval at the following Board meeting.
A copy of the unconfirmed minutes of the previous meeting will be sent to each Board Member with notice of the next Board meeting. At each meeting, the Board will approve the minutes of the previous meeting.
Once approved, the minutes will be published as part of PHSO’s publication scheme, subject to the consideration of any sensitive items which may need to be withheld.
Where an error in the minutes comes to light after they have been approved by the Board, this may be corrected at a subsequent Board meeting.
Minutes of Board meetings
Board minutes shared on this website may have had some passages or paragraphs removed. Removed sections relate either to information which:
- is intended for future publication, or
- is likely to prejudice the effective conduct of affairs if disclosed.
Sections that have been removed are clearly indicated by empty square brackets like this [ ]. If more than one paragraph has been removed, gaps between the numbered paragraphs will remain. This means that if paragraphs are numbered 3.1, 3.2, and 3.7, the entire contents of paragraphs 3.3 to 3.6 have been removed.
Where the removal of text means that nothing sensible remains, short explanatory text has been added to help you to understand what was discussed. This text appears in red italics.
At some meetings, the Board may consider items identified as internally confidential which are largely relating to employment, contractual or personnel issues. These are not routinely published.
- 25 October 2016
- 29 September 2016
- 26 July 2016
- 20 June 2016
- 26 April 2016
- 9 March 2016
- 20 January 2016
We have four constituted committees which report to the Board. Their role is to support the Board in monitoring and scrutinising specific areas of governance, policy and performance.
Committee membership is made up of non-executive directors of the Board and non-executives independent of the Board.
Board Committees do not make individual casework decisions.
Audit, Risk and Assurance Committee
The Audit, Risk and Assurance Committee supports the Board, specifically the Ombudsman and Managing Director, as Accounting Officer and Accountable Officer, respectively, in monitoring the adequacy of the Office's corporate governance and control systems. It meets at least four times a year.
- Alan Graham MBE, non-executive Board member (Committee Chair)
- Elizabeth Davies, non-executive Board member
- Ruth Sawtell, non-executive Board member
- Alison White, non-executive member independent of the Board and qualified accountant.
Find out more about the Audit, Risk and Assurance Committee.
Remuneration and Nominations Committee
The Remuneration and Nominations Committee agrees pay and performance review arrangements for Executive Directors and agrees their annual individual pay awards. It meets around twice a year.
- Vacant (Committee Chair)
- Sir Jon Shortridge, KCB, non-executive Board member
- Ruth Sawtell, non-executive Board member
The Quality Committee provides critical assessment and challenge to the Executive Team on matters related to quality. It meets around four times a year.
- Elisabeth Davies, non-executive Board member (Committee Chair)
- Mick King, non-executive Board member
- Dr. Julia Tabreham, non-executive Board member