Information for governors

The council of governors forms an integral part of the governance structure that exists in all NHS foundation trusts; governors are the direct representatives of local community interests in foundation trusts.

It is the council of governors' responsibility to represent the interests of their trust members and of the public, particularly in relation to the strategic direction of the trust. Governors do not undertake operational management of NHS foundation trusts; rather they provide challenge to the unitary board of directors and hold the non-executive directors individually and collectively to account.

The majority of governors are elected by an NHS foundation trust’s members, to represent its patients and service users, staff and general public. The remainder are appointed from key local organisations, such as local councils.

This area of the website contains a wide range of information for governors, including frequently asked questions and links to related publications.

Statutory duties

The statutory duties of NHS foundation trust governors are set out in the National Health Service Act 2006 and the Health and Social Care Act 2012. The duties are as follows:

From the National Health Service Act 2006:

  • appoint and, if appropriate, remove the chair;
  • appoint and, if appropriate, remove the other non-executive directors;
  • decide the remuneration and allowances, and the other terms and conditions of office, of the chair and the other non-executive directors;
  • approve the appointment of the chief executive;
  • appoint and, if appropriate, remove the NHS foundation trust’s external auditor; and
  • receive the NHS foundation trust’s annual accounts, any report of the auditor on them and the annual report.

In addition, in preparing the NHS foundation trust’s forward plan, the board of directors must have regard to the views of the council of governors.

From the Health and Social Care Act 2012:

  • hold the non-executive directors individually and collectively to account for the performance of the board of directors
  • represent the interests of the members of the trust as a whole and of the public.
  • 'Significant transactions' must be approved by the governors. Approval means that more than half of the governors voting agree with the transaction. The trust may choose to include a description of 'significant transactions' in the trust’s constitution.
  • The council of governors must approve an application by the trust to enter into a merger, acquisition, separation or dissolution. In this case, approval means more than half of all governors agree with the application.
  • Governors must decide whether the trust’s private patient work would significantly interfere with the trust’s principal purpose i.e. the provision of goods and services for the health service in England or the performance of its other functions.
  • The council of governors must approve any proposed increases in private patient income of 5% or more in any financial year. Approval means more than half of the governors voting agree with the increase.
  • Amendments to the trust's constitution must be approved by the council of governors. Approval means more than half of the governors voting agree with the amendments. Amendments will no longer need to be submitted to Monitor for approval.

Additional rights and powers

  • The council of governors may require one or more of the directors to attend a governors' meeting for the purpose of obtaining information about the trust's performance of its functions or the directors' performance of their duties (and for deciding whether to propose a vote on the trust’s or directors' performance).

Additional responsibilities for the trust

  • Before each board meeting, the board of directors must send a copy of the agenda to the council of governors.
  • After the meeting, the board of directors must send a copy of the minutes to the council of governors.
  • The trust must take steps to ensure that governors have the skills and knowledge they require to undertake their role.

Panel for Advising Governors

Role of Members

  • The trust must hold annual members' meetings. At least one of the directors must present the trust's annual report and accounts to the members at this meeting.
  • The trust may combine the annual members' meeting with the governors’ meeting which is held for the purpose of considering the trust's annual accounts and reports.
  • Where there has been an amendment to the constitution that relates to the powers, duties or roles of the council of governors, at least one governor must attend the next annual members' meeting and present the amendment to the members. Members have the right to vote on and veto these types of constitutional amendments.

For more details on any of these points, please refer to the National Health Service Act 2006 or the Health and Social Care Act 2012 or to the trust secretary.