In relation to the ‘governance and management’ of NHS foundation trusts, the newly published Health and Social care Bill 2011 states, at para. 136, that ‘boards of governors’ should be termed ‘council of governors. This is appropriate since the true governing body of an NHS foundation trust is the board and directors, and having two ‘boards’ can cause confusion. The council of governors is more akin to a ‘shareholder’s council’ in the commercial sector and is there to represent the ‘owners’ of the foundation trust (i.e. the ‘members’) and is not, therefore, a governing body as such – although it is a key component of the overall governance of a foundation trust.
However, interestingly, para. 136 also states that “The general duties of the council of governors are—
(a) to hold the non-executive directors individually and collectively to account for the performance of the board of directors, and
(b) to represent the interests of the members of the corporation as a whole and the interests of the public”
Representing members is exactly what the council of governors should be concerned with, but ‘holding the non-executive directors individually and collectively to account for the performance of the board of directors’ defies good governance logic. The board of directors is collectively responsible for the governance of the organisation and should, therefore, be collectively held to account. To single out only part of the board as being accountable for the whole board’s performance is bizarre!
As Professor Bob Garratt, leading international corporate governance expert says “Government doesn’t understand governance.”