Information for governors
Governors form an integral part of the governance structure that exists in all NHS foundation trusts; they are the direct representatives of local community interests in foundation trusts.
It is the governors' responsibility to represent their members’ interests, 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 board of directors and collectively hold them to account for the trust’s performance.
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 primary care trusts or local councils.
This area of the website contains a wide range of information for governors, including frequently asked questions and links to related publications.
The Health and Social Care Act 2012
NHS foundation trust governors have been given additional responsibilities and powers under the Health and Social Care Act 2012 (the 2012 Act). These are summarised below.
Some of changes are now in force. The remainder of the changes have not yet come into force and Monitor is working with the Department of Health to establish when this will happen. Statutory instruments known as commencement orders will confirm the start dates for the changes. Please check this webpage for updates.
Governors' current duties under the NHS Act 2006 are available here.
- The 2012 Act changes the official name of the 'board of governors' to the 'council of governors'. (In force).
New General Duties
- The 2012 Act confirms that the Council of Governors has a duty to hold the non-executive directors, individually and collectively, to account for the performance of the board of directors.
- It also has the duty to represent the interests of the members of the trust as a whole and the interests of the public.
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).
- '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. (In force).
- 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. (In force).
- 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 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.
Primary Care Trust Governor
- There is no longer a requirement for a PCT governor. The trust may, but is not required to, replace the PCT governor with a governor from another commissioning body.
Panel for advising governors
- Monitor has the power to establish a panel of persons to which a governor can refer questions as to whether the trust has failed or is failing to act in accordance with its constitution.
- The council of governors must first approve the referral. Approval means more than half of the governors voting agree with the referral.
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 which 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 Health and Social Care Act 2012 or to the Trust Secretary.