Associate Director of Governance

Job description

Job responsibilities

Job Purpose

The Associate Director of Governance will be an experienced corporate governance professional and will need to have the ability to deal with complex and often highly sensitive or emotional issues in a fast-paced health service environment. They will require a high level of confidence and experience in acting as the primary advisor to the Chair and Chief Executive, the Board of Directors and colleagues across the organisation on matters related to governance in their role as the conscience of the organisation.

They will lead on all aspects of corporate governance and compliance, assurance and probity whilst ensuring that information flows from Board of Directors to point of service delivery in corporate and clinical services. They will work closely in particular with quality governance leads in respect of our overarching approach to governance.

The Associate Director works directly with, and is accountable to, the Chief Executive and Chair for all core duties and will provide advice to the Board of Directors individually on a broad range of specialist matters. Operational line management currently sits within the directorate of the Executive Director of Finance and Corporate Services.

Dimensions

The responsibility for developing and implementing processes to promote and sustain good corporate governance within the remit of the role.

They will as part of their role undertake the following however this is not exhaustive and they will be required to lead on areas, required of the business as part of the corporate governance leadership function as required:

Establish and maintain arrangements in place for sound corporate governance, including any associated governance frameworks to ensure compliance with the organisations Standing Orders, Standing Financial Instructions and the Articles of Association.

Oversee The Associate Director of Governance is responsible for ensuring the smooth operation of the organisations decision making and reporting machinery, and for the formal administration of its affairs.

Provide expert independent and impartial advice and guidance to the Chief Executive, Chair and other members of the Board of Directors.

Oversee and ensure that CityCares business is conducted with probity, accountability, and in accordance with appropriate standards and regulations. They will be an independent and impartial arbiter to the Board on matters of corporate governance, particularly where challenging issues require resolution, and will be involved and co-ordinate the appointment to, and removal from office, of Board Directors.

Ensure the Board of Directors and its assurance committees run effectively, that proceedings and resolutions are properly recorded including ensuring that decisions, mandates and actions delegated by the Board are appropriately assigned and communicated and that status reports are available to the Board via the AAA reporting process.

To have financial and budgetary responsibility for the corporate governance team including the board secretariat.

Key Responsibilities

Main tasks

Governance, Compliance and Internal Control

The Associate Director of Governance is the organisations Governance and Compliance lead and will take corporate responsibility for CityCares corporate governance arrangements. In the execution of this responsibility they will:

Keep under review all corporate governance arrangements or developments including best practice, which might impact the organisation, to ensure that the Board is fully briefed on these matters and has regard to them when taking decisions.

Provide specialist advice and guidance to Executive and Non-Executive Directors on matters of governance, legality, risk, compliance, and business conduct.

Ensure that the organisation remains compliant with applicable standards of corporate governance and has the necessary infrastructure to support the governance rationale and governance framework.

Establish and monitor procedures to ensure that the organisation meets its Articles, Standing Orders, and the Schedule of Delegated Responsibility along with the Director of Finance and Corporate Services and in conjunction with them review the standing orders element of the Standing Financial Instructions and scheme of delegation at least annually and ensure that amendments are drafted and incorporated in line with suitable procedures.

Advise the Chief Executive and Chair in the effective planning and execution of the role and functions of the Board of Directors and associated sub-committees [the assurance committees].

Ensure that the Board of Directors and its committees conduct their business in compliance with applicable legal and regulatory frameworks and associated codes of governance and practice, aligned with their agreed terms of reference and in a manner, which is otherwise appropriate for a Community Interest Company.

To obtain the appropriate levels of assurance on committee actions, performance and key risks, which may result from routine matters of business or identified through governance reviews such as Committee Effectiveness Reviews.

Formulate Terms of Reference for all Board and Board Committees and keep these updated annually to ensure that Committees are properly constituted and operate in accordance with their Terms of Reference.

Ensure that there is a process in place for undertaking an annual review of effectiveness for the Board (working with the Chair) and its Committees (working with the Chairs and Executive leads) so that they remain effective and legally constituted and their membership is regularly refreshed.

Together with Director of Finance and Corporate Services ensure that the Annual Governance Statement (and/or an annual report if it is determined this is required) is drafted in line with guidance and supports the formal signing off process for the Annual Accounts.

Ensure appropriate, robust action plans are in place and taken forward to address the findings of governance reviews and that these are effectively monitored as part of performance management arrangements.

Take corporate responsibility for the formulation and implementation of the Policy for Policies as a framework for the development and management of organisational wide procedural documents (policies, procedures, protocols and guidance) and to ensure working with the Quality team who lead on the POD processes, its implementation. Ensure policies which require Board level approval are reflected in the forward plans.

Ensure arrangements are in place and actively manged to call in Fit and Proper Persons test declarations by the Board working in conjunction with the Director of People who is the Executive lead addressing any non-compliance with the applicable Board codes of conduct under Fit and Proper Person and the Nolan Principles of Public Life.

Establish effective arrangements for the recruitment of Non-Executive Directors working with the Director of People as the Executive lead

Establish and maintain an effective programme of induction of Non-Executive Directors and provide advice in order to support their ability to discharge their statutory duties.

Develop and ensure the provision of effective training and development Programmes for the Non-Executive Directors, as well as identifying the on-going development needs of the Board of Directors and agree Board development programmes where appropriate.

Provide support and guidance to the Chair and Chief Executive, on any arrangements required to ensure that the Board of Directors has the capacity and capability to effectively discharge its statutory, strategic and leadership duties including support on succession planning.

Ensure that the flow and cycle of business between the Board and its Committees is planned and coordinated, and reports from each Committee Chair are provided to the Board via AAA reports and ensure co-ordination of six monthly reports from each Committee to the Audit and Assurance Committee on how it is effectively discharging its responsibilities against its terms of reference.

To produce and maintain a forward plan for the Board and ensure arrangements are in place and effectively managed for those related to the committees.

Ensure the necessary disclosures on corporate governance and the workings of the Board and its Committees are included in the necessary annual documentation

Ensure processes for collation of Declaration of Interest gifts and hospitality and maintaining of registers is in place and being actively managed with assurance on this provided to Audit and Assurance Committee.

Responsible for the development, production, regular review and the delivery of the Board Assurance Framework, ensuring that strategic risks to the delivery of the objectives are identified with mitigating actions and controls in place. Ensure links to the operational corporate risk register.

Act as a central point of contact for providing corporate governance information for bodies including Internal Audit and External Audit, CQC, NHSE etc.

Please see the attached Job Description for full details

Person Specification

Qualifications

Essential

• Educated to masters level or equivalent level of experience
• Qualification in corporate governance or as Company Secretary (ICSA)
• Evidence of continuous professional development

Desirable

• Legal background
• Membership of Institute of Chartered Secretaries and Administrators

Experience

Essential

• Experience of working at a senior level within a complex environment or the Health/Social Care/Public Sector
• Proven significant experience as a Company Secretary or in a senior governance role in a large complex organisation
• Experience of supporting Boards and Committees and working at Board level, particularly with non-executive directors
• Significant experience of strategic change management within a large complex organisation
• Experience of continuous organisational improvement in organisational systems and processes
• Experience of successfully handling sensitive situations effectively and confidentially
• Experience of effectively managing the preparation of board papers (or similar) and of high-level briefing to internal and external audiences.
• A track record of building and maintaining excellent internal and external relationships working to deliver shared goals

Skills & Attributes

Essential

• Ability to secure appropriate organisational governance, influencing and successfully advising staff at all levels.
• Ability to provide counsel and advise to Board Members and challenge when necessary
• Ability to see the bigger picture without losing sight of the detail
• Effective problem solving
• Ability to operate confidently under pressure, dealing with uncertainty as a safe pair of hands
• Appropriate risk management skills
• Strategic planning and management of resources
• Politically aware, demonstrates gravitas and quickly gains confidence.
• Must be able to demonstrate leadership attributes
• Must have the competency to discharge corporate responsibilities fully
• Understanding of legal, regulatory and corporate governance requirements.
• Communicates effectively to a range of groups and individuals.
• Able (if called upon) to provide a comprehensive minute taking service to the highest standard

Desirable

• Knowledge of national NHS strategy and policy
• Understanding of Community Interest Companies and Company Law

Disclosure and Barring Service Check

This post is subject to the Rehabilitation of Offenders Act (Exceptions Order) 1975 and as such it will be necessary for a submission for Disclosure to be made to the Disclosure and Barring Service (formerly known as CRB) to check for any previous criminal convictions.

Employer details

Employer name

Nottingham CityCare Partnership CIC

Address

Aspect House, Aspect Business Park

26 Bennerley Road

Bulwell

Nottinghamshire

NG6 8WR

Employer's website

https://www.nottinghamcitycare.nhs.uk/ (Opens in a new tab)