COLLABORATIVEWORKINGTackling governancechallenges in practiceNOVEMBER 2018

COLLABORATIVE WORKINGTackling governance challenges in practiceCONTENTSForeword41 Introduction52 Collaboration across traditional boundaries93 Provider collaboration144 Investing in engagement195 Approaches to developing large systems246 Conclusion283NHS PROVIDERS COLLABORATIVE WORKING - TACKLING GOVERNANCE CHALLENGES IN PRACTICE

FOREWORDIn recent years there has been a wholesale shift in the national policy focus, from promotingcompetition between provider organisations within a purchaser/provider split, to a clearexpectation that local health and care organisations collaborate to make best use of publicfunding and accelerate the integration of services for patients.There is no doubt that constructive relationships between partner organisations arefundamental to delivering the aspirations of system working. This publication seeksto support provider boards and their partners in identifying what the most importantconsiderations are when developing new governance mechanisms to underpin thoserelationships. It sets out some of the factors for provider boards to consider as they progresson this journey of collaboration and captures a range of emerging practice from thefrontline.We don’t pretend that this publication holds all the answers, but we hope it will make avaluable contribution to discussions on how best to develop robust mechanisms in supportof system working.This is a fast-paced environment, however the case studies were correct at the time ofwriting. I would particularly like to thank our contributors: Daniel Scheffer, joint company secretary, Cumbria Partnership NHS Foundation Trust andNorth Cumbria University Hospitals NHS Trust, and colleagues from the North CumbriaHealth and Care System Julie Pearce, chief operating officer, Dorset County Hospital Foundation Trust, andcolleagues from the Dorset Integrated Care System Rob Webster, chief executive lead for West Yorkshire and Harrogate Health and CarePartnership Karen Coleman, communication and engagement manager, West Yorkshire andHarrogate Health and Care Partnership Alan Foster, Cumbria and North East STP lead, accountable officer, North Tees andHartlepool NHS Foundation Trust Kathryn Stuart, associate researcher and trainer.Saffron CorderyDeputy Chief ExecutiveNHS Providers4NHS PROVIDERS COLLABORATIVE WORKING - TACKLING GOVERNANCE CHALLENGES IN PRACTICE

INTRODUCTION1With the impetus towards collaboration and integration from the national bodies, drivenby sustainability and transformation partnerships (STPs) and integrated care systems (ICSs),system working is presenting providers and the wider health and care sector with new andchallenging questions around how to effectively build relationships and work together at alocal level to deliver joined up, higher-quality care for local communities.The policy drive for integration is progressing at pace and in the absence of a legal basisfor STPs and ICSs, providers and other organisations in the health sector face a numberof operational, financial and governance challenges when choosing how to develop alocal health and care system that works for the populations they serve. From navigatingthe revision of the purchaser/provider split in the context of system working, to workingwith multiple organisations across a footprint to develop a common vision for a sharedpopulation, the challenges and opportunities of cross-system working are significant.The world of board-led governance and the emergence of collaborative ways of working inthe context of STPs and ICSs may at first seem incompatible. It is certainly true that withina legislative and regulatory system set up for individual, competitive organisations, theprospect of system working raises a different set of organisational risks for provider boardsand their partners, to identify, consider and manage.However, establishing strong working relationships between leaders across local systemsis key to progressing. This endeavour needs to be underpinned by strong corporategovernance within individual organisations to ensure boards continue to identify andmanage risk in the new world of integration.This publication, sets out a series of case studies. From bringing together shared leadershipteams across traditional organisational boundaries in Dorset, taking new approachesto streamlining governance in North Cumbria and investing in a clear, system-wideengagement strategy in West Yorkshire and Harrogate Health and Care Partnership. It is clearthat there are a range of answers to a complex question. We hope this publication is helpfulin showcasing emerging practice.5NHS PROVIDERS COLLABORATIVE WORKING - TACKLING GOVERNANCE CHALLENGES IN PRACTICE

1Risk and corporate governance in the contextof collaborationThe combination of system-wide stress and radical change currently being experiencedwithin the NHS is likely to give rise to new risks, some of which may be much more difficultto identify, manage and mitigate than usual. Traditionally, the prudent response from boardsof directors to periods of exceptional risk would be to review its appetite for risk, to keep aclose eye on the exercise of delegations by executives and perhaps increase the numberand scope of decisions that the board reserves to itself. However, given the need for newpartnership arrangements to facilitate system working and more integrated care, the trend inthe NHS is in the opposite direction, with the use of delegation becoming more common.A central question for boards of directors is therefore, how do we facilitate streamlineddecision making, while exercising proper oversight of the executives who will be makingdecisions at system level? Most good executives will make good decisions most of thetime. However, things do not always go well. While we accept that collaboration can onlybe based on constructive working relationships, we also know that there is a tendency ofindividuals from similar backgrounds, with similar life experiences to think the same way andact accordingly. Regardless of individuals’ intentions, this level of ‘group think’ can lead todecisions being made without adequate challenge or identification of risk.Since risk is by definition uncertainty of outcome and since boards will be held to accountif things go wrong, they will wish to exercise a prudent degree of control and continue toseek proper assurance that risk is being properly managed. There is a continued need forboards to exercise good corporate governance, including within the wider context of systemworking and in relation to system decisions.Corporate governance can be equated with bureaucracy or seen as an excuse for notmaking progress on local, collaborative arrangements, but good corporate governanceshould be neither of those things. It is the process by which boards of directors direct andcontrol their organisations so that risk is managed successfully, including with regard tocollaborative ventures, how strategy is delivered and renewed and how corporate cultureis shaped. A key element of good corporate governance is boardroom challenge. Linkedto this is the need for boards to seek assurance - solid evidence that risk is being properlyidentified and managed. In short, while corporate governance is not a guarantor ofcorporate success, its absence is a key feature of corporate failure.Were it possible to deliver corporate governance at system-level, it is likely that it would bevery high on the national agenda because it is a proven method of exercising prudent andeffective control. However, corporate governance requires the existence of boards madeup of executive and non-executive directors with legal powers to make decisions. Thepartnerships currently being formed to provide system leadership derive their legitimacyfrom their component organisations, cannot be board-led and have no formal decisionmaking powers in law. They are typically groups of executive directors. They depend on6NHS PROVIDERS COLLABORATIVE WORKING - TACKLING GOVERNANCE CHALLENGES IN PRACTICE

1pre- and post-authorisation from their constituent organisations to make decisions, ondelegations given to executive directors and on committees in common. Each of thesebrings with it areas of risk which are made more difficult to manage by the absence ofsystem-level corporate governance. It is in this context that systems have been developingtheir own governance infrastructures and ways of working.Principles for system workingThere are some common principles that boards could adopt to ensure that the risk inherentin system-wide working are identified and managed for the benefit of their populations.Some suggested principles are set out below: Directors and boards need to prioritise the best interests of patients and the publicacross the system’s catchment area, rather than thinking about the interests of thesystem infrastructure or the narrower interests of their trust. The envelope for delegations needs to be carefully defined. It should include theright to make decisions that accord with trust strategy, policy and culture, accord with theagreed system strategy, will not destabilise the trust financially and will not bring the trustinto disrepute. Boards need to consider what classes of decision they will continue to reservefor themselves. If boards across the system can reach an agreement on decisions theychoose not to delegate, but reserve to themselves, all the better, but it is not essential. Boards need to work within the system with colleagues to reconcile top-downdecision making with staff engagement programmes from the frontline. This isparticularly important in managing change involving job and organisation design. Itshould not be an insurmountable process since strategy development needs to besimultaneously top down and bottom up so the staff are brought along with strategy asit emerges, can shape its development, and own and deliver any change. Boards should be clear with one another that while they will endeavour not tooverturn decisions made under delegation at system levels, they reserve the rightto do so. However, they will inform partner organisations at the earliest opportunity ifthis seems likely to happen. Boards should extend their risk management systems to incorporate systemwide risk. The system itself should also develop a risk management system that allowsindividual boards to escalate and de-escalate risk within the system. Boards should re-examine how they will obtain assurance on system-wide riskand decide what actions they will take in the absence of such assurance or if there areconcerns about the quality of assurance. Boards should introduce a process of informal call overs (meetings on an informalbasis) between non-executive directors/chairs and executives so that potentialdecisions can be challenged on an ad hoc basis prior to being taken. Boards should consider retrospectively decisions taken under delegation, examinethe risk and look for assurance that it is being mitigated, and if necessary take steps7NHS PROVIDERS COLLABORATIVE WORKING - TACKLING GOVERNANCE CHALLENGES IN PRACTICE

1to amend their decisions. The guiding principle for everyone should be: doubt is your friend, if in doubt,don’t suppress it, act on it for the good of the trust, patients and the wider system.Points to rememberWhen making decisions at system-level there are a number of issues that participants needto be aware of to ensure that decisions have actually been taken and that they are lawful. System boards. These are typically groups of chief executives or executive directorsoperating under delegated authority. Many such groups operate a majority votingsystem, but care must be taken if the minority wish to accept the decision of the majority.When voting as such a group, the participant is using their delegation to either agree ornot agree to something. The fact that a majority may have voted for something differentdoes not alter the delegated decision. For example, the majority in a group vote toconsolidate a service on a single site. If you have voted against, your organisation remainscommitted not to consolidate on a single site and the views of the majority have noeffect on that decision. If you wish to go along with the majority you must change yourvote and the exercise of your delegation.If the legality of a decision is challenged or in the event something goes badly wrong,it should not make much difference to the general discourse at meetings or altercircumstances where decisions are reached through consensus, but it should mean thatcare is taken to both reach a decision and to record it as such. Abstention. Anyone acting under delegation that abstains or does not cast a vote hasdecided not to make a decision and, notwithstanding the views of the majority, thatdecision holds unless the individual chooses to change it as described above. Delegation to non-executive directors (NEDs): NHS foundation trusts may onlydelegate to executive directors and to committees consisting of directors. This meansthat legally, individual foundation trust NEDs operating at system-level are doing soas individuals and have no powers to bind their organisation. This problem may beovercome by two or more NEDs representing a foundation trust as a committee withdelegations from the board. Committees in common. Committees in common are individual committees of theconstituent organisations acting under delegation that happen to be meeting to discussthe same agenda in the same room at the same time. Each separate committee will makeits own decision. Once again, the vote of the majority does not alter the decision madeby any individual committee unless that committee decides to change its decision.The law stipulates that NHS foundation trusts can delegate only to executive directors orcommittees consisting of directors would seem to imply that foundation trusts cannothave committees consisting of one person.8NHS PROVIDERS COLLABORATIVE WORKING - TACKLING GOVERNANCE CHALLENGES IN PRACTICE

COLLABORATION ACROSSTRADITIONAL BOUNDARIES2Emerging systems are bringing together organisations that have traditionally workedseparately. A culture of transparency can help to bring together partners in a system tobegin working across historical boundaries and commit to finding collaborative solutions tosystem-wide problems.Collaboration across traditional boundaries inDorset integrated care systemTogether, we have a successful track record and strong commitment to collaborativeworking across our organisations, so that we act as one integrated system. This has beenfundamental to our ability to build a plan of this scale and ambition – and puts us in anexcellent position to deliver it.Our Dorset STPArea coveredDorsetPopulationApproximately 800,000NHS budget(or system control total) 1.175.5m (2018/19)Key partners 1 CCG 1 ambulance trust 1 mental health and community trust 3 acute trusts (2 of which are on a path to merger) 5 GP Federations 1 county council 2 unitary authoritiesContextDorset ICS was one of the eight first wave ICSs. The origins of the draft operational plan for2018/19 lie in the Dorset CCG clinical services review which began in 2014 and concluded9NHS PROVIDERS COLLABORATIVE WORKING - TACKLING GOVERNANCE CHALLENGES IN PRACTICE

2with a major public consultation. That review provided the backdrop to system-working andhelped to reinforce a growing, collective acknowledgement of the need for partners to workmore closely together. It also initiated a culture aimed at seeking systemic problem fixesacross organisations and moving away from siloed working. A blueprint and subsequentplans were developed as a result of the review which evolved into the STP for Dorset,formulated under the branding of Our Dorset.The current operational plan acknowledges the growth and development of the systemand the partners’ track record of collaborative working, and, crucially, acts as an umbrellafor individual providers’ operational plans and for the CCG’s operational plan andcommissioning intentions.A memorandum of understanding (MoU), commenced in 2017, setting out how thepartnership of local healthcare and local authority organisations would work together fortwo years, providing joint leadership to help integrate services and funding to transform care.The MoU is now (2018/19) in its second year underpinned by a block contract agreementbetween commissioners and providers. Governance arrangements are in place via the seniorleadership team to monitor the MoU (see diagram).Collaborative working is also underpinned by a shared understanding that the financialsettlement for health and social care in the area is challenging. Committing to getting bestvalue from collective resource sits at the heart of the MoU and the longer-term financialstrategy for the system is dependent on key partners across commissioning and provisionworking together.The system is working towards an open-book approach which means that organisations inthe partnership now better understand, and are more willing to address system-wide issuesfor the benefit of the local population.A great achievement for the last financial year (2017/18) was that Dorset met its systemcontrol total, a challenge given its sustainability fund allocation and the challengesinherent in moving finances around the different providers. There have been changes inthe behaviours of the organisations within the system which have allowed this to happen.Much of this change has been facilitated by the operations and finance reference group (seediagram) which has been able to optimise finances and consequently performance for thewhole system.A more collaborative culture has also opened up shared access for partners to IT andbusiness intelligence teams. The Dorset care record is an essential part of the system’sforward plan and will be a key enabler for system-working.GovernanceThe system governance arrangements are illustrated in the diagram below and recognisethat each organisation has its own direct part to play in the delivery of our system-wide plan,within its own existing governance structures.This structure has evolved from the Better Together programme and was taken forward by10NHS PROVIDERS COLLABORATIVE WORKING - TACKLING GOVERNANCE CHALLENGES IN PRACTICE

2the system leadership team (SLT) made up of senior responsible officers from constituentorganisations, both health and local authority with terms of reference setting outresponsibilities. Representatives from NHS England and NHS Improvement are also invitedattendees of the SLT. The partners have set up a system partnership board made up of chairsand local authority elected members, alongside the senior responsible officers, to supportthe SLT in delivering the sustainability and transformation plan.This new framework of governance at a system-level is not without its challenges. The legalframework created by the Care Act 2012 still focuses on individual organisational sovereigntyand accountability. This backdrop at times brings challenges when trying to make systemorientated decisions that may have an adverse impact on a single organisation.Importantly a clinical reference group examines the quality impact of any proposed servicechanges or financial decisions agreed at the system-level. The operations and financereference group has proven important in supporting the system to optimise its finances andconsequently performance.Monitoring performancePlans are drawn up and ongoing for the following programmes of work: prevention at scale including self-care and prevention, mental health and implementingright care integrated community and primary care services including integrated hubs, transforminggeneral practice, mental health and learning disability services one acute network of services including acute reconfiguration, cancer services, maternityand paediatrics, urgent care, collaborative elective care pathway design and clinicalnetworks enabling delivery including leading and working differently and the deveopment of adigitally-enabled Dorset (shared records).Dorset ICS has a robust approach to performance management across the system as follows: monthly performance reports on delivery of the joint collaborative agreement tooperations and finance reference group monthly performance reports to SLT joint quality and performance contract meetings in place with providers.Each organisation continues to manage and monitor performance within their existingstructures in line with regulatory requirements.11NHS PROVIDERS COLLABORATIVE WORKING - TACKLING GOVERNANCE CHALLENGES IN PRACTICE

2STP delivery governanceCCG governing body(organisational governance remains in place this diagram shows the groups and interactionsfor transformation programme management)Assurance groups5 x Dorset NHS FoundationTrusts Boards3 x Council cabinetsSystem partnership boardTransformation servicesGovernance andStrategic levelSenior leadership team Assurance Oversight & reporting Design Portfolio Office servicesPortfolio plans andblueprints deliveredthrough programmeboards whosemembership consistsof providers,commissioners, SMEs(which could bethrough accountablecare partnership infuture)Oversight and decisionmaking as requiredWest HWB MethodologyEast HWBReference groupsSTP Planning and Implementation Group – Portfolio DirectorsManaging integration check points and interdependencies across gclinicalnetworks andvanguardsProgrammeboardCORE STP PORTFOLIOSFinanceCommsOne acutenetworkPreventionat scaleDelivery &Implementation levelPlace basedDigitallytransformedDorsetLeading andworkingdifferentlyAccountablecare setupPatientProgrammeboardProgrammeboard(single careprovidersbased upon alocality)ClinicalTransportSTP ENABLERSA&EDelivery boardCurrent s3rdsectorCCGsHow does the system work together to transformand improve services?Commissioning staff and those working within provider units are now working much moreclosely together to give rise to change. The roles of all staff involved in the transformationprocess have become more blurred.Collaboration involving the commissioner, current providers and other stakeholders will takeplace using a collaborative problem-solving model. The model assists the partners aroundthe table in working out what is best for patients, most efficient and of sufficient quality forthe area. This work involves pooling information, health intelligence and the scoping of theneeds of services going forward, and ensuring all partners with relevant expertise contributedirectly to producing service specifications. While quality of care is top of mind, part of thestrength of the partnership is the open-book approach which provides transparency and ashared realism about what is affordable.12NHS PROVIDERS COLLABORATIVE WORKING - TACKLING GOVERNANCE CHALLENGES IN PRACTICE

2Any services being commissioned by the CCG will still go out to tender as normal with allinterested parties having access to the same level of information as local partners.Further information on the vision for Dorset is available at: www.dorsetsvision.nhs.ukIt is not all plain sailing One of Dorset’s strengths is a sense of self awareness across the partnership. Colleagues fromthe ICS summarised their learning as follows: Opportunities to improve the health and wellbeing of the Dorset population must ‘trump’the interests of individual organisations. Behaviours speak louder than words. Partners should keep asking the question, am I partof the problem? Making change happen means prioritising staff engagement and facilitating teams towork together. The balance of power across the system depends on the willingness of everyone to letgo and to compromise at times which is a difficult thing to do. There is a need to trustpeople, be open and take some risks. The languages of health and care are different and it is important to get to a sharedunderstanding of what the system is trying to achieve across key partners, particularlylocal government and social care. Gaining a better understanding of each other’s pressures and challenges is an essentialstart to building relationships of trust and working together effectively. Primary care is seen as key to collaborative working. Learning and evaluation has been vital in ensuring there is always quality improvementfor patients.13NHS PROVIDERS COLLABORATIVE WORKING - TACKLING GOVERNANCE CHALLENGES IN PRACTICE

PROVIDER COLLABORATION3Simplicity of organisational form often leads providers to conclude that either a merger oracquisition is the best way to streamline governance arrangements within a system undera single board. However, such arrangements do not have to happen as a ‘big bang’, nor doimprovements to services for the public need to be put on hold pending organisationalchange. In North Cumbria there has been an evolutionary approach to change.Provider collaboration in North Cumbria Healthand Care systemOne of the most rapidly improving systems in England.Matthew Swindells, national director of operations and information, NHS EnglandArea coveredWest, north and east Cumbria (divided into 8communities (ICCs), which will work as a team tosupport local peoplePopulationApproximately 327,000NHS budget(or System Control Total)Approximately 420mKey partners 1 coterminous CCG GP federations GP out-of-hours providers Primary care 1 County Council 1 acute NHS trust working collaboratively with 1community and mental health foundation trust Other community providers 1 ambulance trust Third sector and community groups14NHS PROVIDERS COLLABORATIVE WORKING - TACKLING GOVERNANCE CHALLENGES IN PRACTICE

3The contextFollowing a prolonged period with the acute organisation in special measures, and thearea under national intervention from the ‘success regime,’ health and care leaders in NorthCumbria celebrated an impressive step forwards when the area became a second wave ICSin May 2018.Since coming together, the North Cumbria health and care system (the partnership) hasbeen firmly focused on adopting a more preventative approach to support the health andwellbeing of its population. The partnership has benefited from the stable yet dynamicleadership of a chief executive in public service. The partnership leadership specialises inturnaround reconfiguration, and partnership working has been crucial to this. The systemwide partnership has also, interestingly, been underpinned by the development of a closecollaboration between the two trusts who have agreed to formally join together inApril 2019.A slow journey to mergerIn order to improve and integrate care for patients, and make best use of collectiveresources the two trusts, Cumbria Partnership NHS Foundation Trust (CPFT) and NorthCumbria University Hospitals NHS Trust (NCUHT) decided early on to develop an evolvingcollaboration, rather than to seek a formal merger as their starting point. They developed ajoint executive team while retaining the sovereignty of both organisations.The main opportunities driving the trusts’ collaboration are to: align and focus decision-making on a population health management approach agree priorities for the system balancing a focus on the highest priority needs across localcommunities, with ensuring appropriate care is available for all develop person-centred health and care services on the basis of clinical input andevidence use board members’ expertise and capacity more effectively consolidate processes, share back-office services and support a system-wideworkforce plan drive greater efficiency and cost reduction.15NHS PROVIDERS COLLABORATIVE WORKING - TACKLING GOVERNANCE CHALLENGES IN PRACTICE

3The governance arrangements between the two trusts have developed as follows, startingover a year and a half ago:DateAction and proposals taken to the two boardsJanuary 2017The boards agreed in principle to integrated leadership,accountability and governance, including shared systemleadership rolesMarch 2017The boards approve an MoU which provided the basis of workingtogether and governance structure to enable group and commondecision-making structuresJune 2017Following discussions with the council of governors, the boardsapproved the appointment of a joint chief executiveSeptember 2017The boards approved the establishment of a joint executivemanagement team and transitional executive managementarrangements with the aim of supporting closer collaboration andjoint workingNovember 2017Joint board development session is held to consider governanceproposalsDecember 2017Discussion paper on governance and leadership arrangements istaken to the boardsJanuary 2018A board paper asks the boards of directors to consider moving toa single joint board model and single board meetings from 1 April2018. In addition: establishment of committees in common across the two trusts support the recruitment of joint executive and non-executivedirectors between the two trusts agreement about the remuneration for joint NEDsMarch 2018The revised MoU is approved and the boards agree to: an aligned decision-making model in which board meetings ofeach trust are held at the same time and in the same location,with common agenda items where appropriate establish arrangements whereby board-level committeesacross the two trusts are held at the same time and in the samelocation, with common agendas where appropriate the exception is the audit and risk committees which haveremained separate a team of three joint administrators has enabled alldocumentation and minutes to be produced professionally andwith regards to the reporting needs of both trustsMarch 2018Board governance and leadership – common chairing protocolestablished16NHS PROVIDERS COLLABORATIVE WORKING - TACKLING GOVERNANCE

8 NHS PROVIDERS COLLABORATIVE WORKING ff TACKLING GOVERNANCE CHALLENGES IN PRACTICE to amend their decisions. The guiding principle for everyone should be: doubt is your friend, if in doubt, don't suppress it, act on it for the good of the trust, patients and the wider system.