5. Minutes of Board Meeting held on 21 April 2015

HEE May 15.1
MINUTES OF THE 19th BOARD MEETING
OF HEALTH EDUCATION ENGLAND
HELD ON 21 APRIL 2015
Senate House, Russell Square, London, WC1B
Present:
Sir Keith Pearson
Ian Cumming
John Burdett
David Croisdale-Appleby
Sir Stephen Moss
Kathleen Nealon
Lisa Bayliss-Pratt
Steve Clarke
Nicki Latham
Wendy Reid
Rob Smith
Lee Whitehead
Chair
Chief Executive
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director (item 7 onwards)
Director of Nursing
Director of Finance
Director of Performance & Development
Director of Education & Quality
Director of Strategy & Planning
Director of People & Communications
In attendance:
Nicola Wright
Deputy Head of Governance
Plus four other HEE staff members
Agenda Item 1: Welcome and Introductions
1. The Chair welcomed everyone to the 19th meeting of the HEE Board.
2. Opening the Board’s first meeting as a Non-Departmental Public Body (NDPB), the
Chair paid tribute to the efforts of Lee Whitehead, and his team, who along with the
Department of Health had been instrumental in ensuring that the relevant
preparations had been made to allow HEE’s transition from Special Health Authority
to NDPB.
3. The Chair noted that included on the agenda for the meeting was an item related to
HEE’s establishment as an NDPB, but wished to record at the beginning of the
meeting that the Non-Executive Directors of HEE, appointed by the Secretary of
State for Health, had met by telephone on 1 April 2015. The Board noted that the
purpose of this meeting had been to consider and confirm the Executive Director
appointments to the Board, details of which could be found in paper reference HEE
Apr 15.5.
Agenda Item 2: Apologies
4. Apologies for absence were received from Mary Elford, Non-Executive Director and
Jo Lenaghan, Director of Strategy & Planning. The Board noted that for the duration
of her secondment, Jo Lenaghan would not attend meetings of the HEE Board, but
would remain an Executive Member.
Agenda Item 3: Declarations of Interest
5. Nicola Wright introduced a report which presented to the Board, their returned
declarations of interests up to 14 April 2015. The Board confirmed the accuracy of
the Register of Interests and noted that this information would be used within HEE’s
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2014/15 Annual Report and Accounts. The Chair reminded Board members that the
Register of Interests must be kept up to date.
6. No declarations of interest were made in relation to items due to be discussed.
Agenda Item 4: Minutes of the Board Meeting held on 24 March 2015
7. The minutes were approved as a correct record of the meeting. There were no
matters arising discussed.
Agenda Item 5: Action Tracker
8. Nicola Wright provided a summary of progress to complete actions recorded from
previous meetings.
Agenda Item 6: Chief Executive’s Update
9. The Chief Executive gave a verbal report which highlighted significant events and
updates since the last Board meeting. The Board noted the report.
10. The Chief Executive reminded the Board, that with the General Election formally
announced on 30 March 2015, HEE along with all government departments and
other ALBs would be operating in a period of political restriction, during which it was
required to avoid any activity that could call its political impartiality into question and
to ensure that public resources are not used for party-political purposes. Lee
Whitehead confirmed that the agenda for the meeting had been reviewed to confirm
that the matters to be discussed and considered were appropriate within the
restrictions.
Agenda Item 7: HEE’s Establishment as a Non-Departmental Public Body
11. Lee Whitehead presented a report to the Board which summarised HEE’s journey
from Special Health Authority to NDPB and set out the details of the decisions
required of the Board as a consequence of HEE becoming an NDPB.
12. The Chair summarised proceedings from the Non-Executive Directors’ meeting held
on 1 April 2015 which had confirmed the Executive membership of the Board. The
Chief Executive confirmed that he had received formal notification of his appointment
as HEE’s Accounting Officer from the Permanent Secretary of the Department of
Health.
13. Following a summary of changes, by Lee Whitehead, to the Standing Orders, Board
Members proposed that the following additional amendments be made or actions
carried out:
a. Paragraph 3.3: the Vice-Chair and Deputy Head of Governance to conduct a
bi-annual review of the agendas and reports presented to Board Meetings
held in private to consider whether any information should continue to remain
withheld under the Freedom of Information Act or can be released for
publication;
b. Paragraph 3.5.1: to change “questions” to “decisions”;
c. Paragraph 6.4: to ensure that the text within this paragraph aligns with the
Care Act 2014;
d. Paragraph 6.6: the Board noted that confirmation of Committee membership
had occurred in October 2014 and agreed that this matter wold next be
presented to the Board in July 2015 following the appointment of an additional
Non-Executive Director by the Secretary of State for Health;
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e. Paragraph 10: the Board requested periodic, rather than annual, reports on
the use of HEE’s Seal. It was agreed that this information would be
presented in the CEO’s Update; and
f. Frequency of meetings for the Board and its Committees: to be changed to
indicate a minimum number of meetings with a year rather than a maximum.
14. In addition members confirmed the Board’s quoracy as outlined in paragraph 2.2,
however agreed the principle that items considered by the Chair and Chief Executive
to be novel or contentious should not be considered in any meeting which has low
levels of representation from either the Executive or Non-Executive members.
15. Steve Clarke provided the Board with a summary of the amendments to the Standing
Financial Instructions and Scheme of Delegation. Members were advised that
Paragraph 9.5 xi within the SFI’s was an erroneous double-return and that the final
verison would be corrected. Members of the Board requested that paragraph 6.1 of
the Scheme of Delegation be reviewed, with the final sentence being deleted.
16. The Board:
a. Noted the Executive Board membership as agreed by the Non-Executive
Directors on 1 April 2015;
b. Approved the Body’s key corporate governance documents (Standing Orders,
Standing Financial Instructions and Scheme of Delegation);
c. Agreed the appointment of LETBs using existing authorisation arrangements
and applying measures to ensure adequate representation of clinical
expertise is in place;
d. Adopted HEE’s existing policies and procedures; and
e. Notes assurance on handling of HR activity in relation to NDPB change.
17. The Board confirmed that the report presented and previous updates had provided
appropriate assurances that HEE had taken all reasonable actions required to
prepare for the transition to NDPB.
18. Responding to questions from the Board, Lee Whitehead confirmed that a piece of
work was underway which would be an insert within the Annual Report & Accounts
and would recognise HEE’s achievements during its time as a Special Health
Authority.
Agenda Item 8: Framework Agreement with the Department of Health
19. Lee Whitehead presented The Framework Agreement which defines critical elements
of the relationship between HEE and the Department of Health (DH), how they will
work in partnership and discharge their accountability responsibilities effectively. The
Board was advised that Health Education England (HEE) staff and the Department of
Health (DH) sponsor team had been working together to update the Framework
Agreement in the light of HEE becoming an NDPB on 1 April 2015. The Board noted
that the Permanent Secretary of the Department of Health had signed off the updated
agreement and gave their approval to the document.
Agenda Item 9: Any Other Business
20. No additional business was raised.
Agenda item 10: Questions from Members of the Public
21. No questions were received.
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22. There being no further business to consider in public, the Board resolved to close the
meeting and reconvene in private.