Board of Directors Meeting - merseycare.nhs.uk€¦ · 1. Mrs Fraenkel welcomed all to the video conference meeting of the Board of Directors, and outlined the etiquette for the meeting

AGENDA FOR

Board of Directors Meeting Date: Wednesday 24 June 2020 Time: 10am – 11am

Venue: Meeting to be held by ZOOM

PLEASE NOTE – due to the COVID-19 outbreak this meeting will not be a face-to-face meeting in order to permit social distancing - as such the meeting will not be open to the public (please see the Opportunity for Questions from the Public section below). All papers will be published on the website together with the minutes of the meeting when they become available. Members will be expected to have read all the papers prior to the meeting.

No. Item Lead Details Comment

A

A1 Welcome B Fraenkel Verbal to note

B Board of Directors Business B1 Member’s Apologies:

Attendee’s Apologies: B Fraenkel Verbal to note

B2 Declarations of Interest B Fraenkel Verbal to note

B3 Minutes of the Meeting held on 20 May 2020 B Fraenkel Paper for decision

B4 Board of Directors Log / Action Plan B Fraenkel Paper to note

B5 Matters Arising B Fraenkel -----

C C1 COVID-19 Update T Bennett Verbal – for

discussion

C2 North West Boroughs Strategic Case N Smith / C Lyons

Paper for decision

C3 BAME / PHE Report A Oates Presentation

C4 Establishing a Charity E Darbyshire Paper for decision

C5 a) Annual Reportb) Annual Accounts

E Darbyshire N Smith

Paper for information

C6 Health Safety and Welfare Policy (SA07) E Darbyshire Paper for decision

D End of Meeting Actions D1 Risk Reflection All D2 Reflection on the meeting and whether any issues

need to be referred to a Board Committee All

D3 Any Other Business Members

Opportunity for Questions from the Public Please note – normally Mersey Care’s Public Meeting of the Board of Directors is a meeting held in public, rather than a public meeting in which the public may participate. However in light of COVID-19 outbreak, the trust has taken a decision to hold this meeting virtually, which will permit the trust to implement social distancing by reducing face-to-face meetings across the trust in favour of meetings by phone / video conferencing. In making this decision, the trust has taken account of the letter from NHS England / Improvement’s Chief Operating Officer of 28 March 2020 entitled Reducing burden and releasing capacity

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at NHS providers and commissioners to manage the COVID-19 pressures, which states:

“while under normal circumstances the public can attend at least part of provider board meetings, Government social isolation requirements constitute ‘special reasons’ to avoid face to face gatherings as permitted by legislation”

This means that meetings will not be open to the public whilst COVID-19 arrangements are in place. The papers for meetings will continue to be posted on the Trust’s website and minutes of the meetings.

Should you wish to ask a question about the issues addressed in any of the papers for this meeting, please address your question to the Trust Secretary ([email protected]) and the trust will endeavour to respond to you within 21 days.

We hope your recognise that we are doing this to help protect both our staff and members of the public by reducing the opportunities for transmission through social distancing during the COVID-19 outbreak. The trust will review this decision on a regular basis taking account of national guidance. We will also investigate options for members of the public to join our meetings virtually.

The Board of Directors is invited to adopt the following resolution: ‘That the Board hereby resolves that the remainder of the meeting to be held in private, because publicity would be prejudicial to the public interest, by reason of the confidential nature of the business to be transacted’. [Section (2) of the Public Bodies (Admission to Meetings) Act 1960]

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mailto:[email protected]

Dates of Future Meetings:

• 29 July 2020

• 30 September 2020

• 25 November 2020

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Agenda Item No: B3

Status of these minutes (check one box):

Draft for Approval: ☒ Report to: Board of Directors

Formally Approved: ☐ Meeting Date: 24 June 2020

MINUTES OF THE MEETING OF THE

Board of Directors – held via Video Conference Date: Wednesday 20 May 2020 Time: 2pm

Venue: Video Conference

Name Job Title (Division/ Organisation*) *if not Mersey Care

Present: Beatrice Fraenkel Murray Freeman Gaynor Hales Aislinn O’Dwyer Gerry O’Keeffe Pam Williams Nick Williams Joe Rafferty Neil Smith Trish Bennett Noir Thomas Elaine Darbyshire Louise Edwards Amanda Oates

Chairman Non Executive Director Non Executive Director Non Executive Director Non Executive Director Non Executive Director Non Executive Director Chief Executive Executive Director of Finance / Deputy Chief Executive (from item B8) Executive Director of Nursing & Operations Medical Director Executive Director of Communications & Corporate Governance Director of Strategy Executive Director of Workforce

In Attendance: Chris Lyons Ian Raven Matt Copple Julie Dickinson Garrick Prayogg Hilary Tetlow Andy Meadows Sarah Jennings Paula Murphy

Director of Corporate Transformation Staff Side Representative Lead Governor Governor Governor Governor Trust Secretary Deputy Trust Secretary Corporate Governance Compliance Manager

Apologies Received: Amanda Gregory Staff Side Representative

ISSUES CONSIDERED 2020

A1 WELCOME

1. Mrs Fraenkel welcomed all to the video conference meeting of the Board of Directors, and outlined the etiquette for the meeting.

2. In light of the COVID-19 outbreak, the meeting was being held via video conference to facilitate social distancing and therefore no members of the public were in attendance,

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Agenda Item No: B3

however arrangements would be reviewed going forward to consider how the public could participate.

B1 APOLOGIES FOR ABSENCE

3. There were no apologies for absence received for this meeting.

B2 DECLARATIONS OF INTEREST

4. No declarations of interest were made.

B3 MINUTES OF THE MEETING HELD ON 29 ARPRIL 2020

This item was considered by Board members via email and was not discussed in the meeting. Board members were invited to raise questions / issues in respect of this item prior to the meeting. No questions were received from Board Members in respect of this item.

5. The previous minutes were accepted as an accurate record.

6.

Action Lead Timescale Status

Recommendations approved by the Board, namely: • Approve the minutes of the previous meeting.

Further actions required: • None identified.

B4 BOARD OF DIRECTORS LOG/ ACTION PLAN


7. The Board noted the action log.

8.


Recommendations approved by the Board, namely: • Note the action log.


B5 MATTERS ARISING

9. There were no matters arising.

OVERARCHING COMMITTEE REPORT

10. Several agenda items were included in an overarching Board Paper in order to reduce the burden on teams who provide this information.

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Agenda Item No: B3

a) B6 - Chairman’s Report This item was considered by Board members via email and was not discussed in the

meeting. Board members were invited to raise questions / issues in respect of this item prior to the meeting. No questions were received from Board Members in respect of this item.

11. Mrs Fraenkel’s report referred to the continued increase in risks associated with COVID-19 and confirmed that since March 2020 all meetings had been cancelled or held virtually. Communications had been maintained by the Chairman via twice weekly meetings (held virtually) between the Chairman and the Chief Executive and also regular meetings with the Executive Directors as necessary. Weekly meetings were also taking place with Non Executive Directors, often joined by Mr Rafferty in order to provide an update on the Trust’s continued response to COVID-19.

12. The Chairman also ensured continued engagement with the wider system including the NHS Confederation and weekly virtual meetings hosted for all trust chairs by the Good Governance Institute. As joint chair on housing and mental health with the NHS Confederation, Mrs Fraenkel had also held two meetings in relation to the current environment.

13. Communication with local providers had continued via virtual meetings with a range of

trust chairs across the North West and in addition, fortnightly meetings with North West NHS Directors for chairs briefings. b) C3 - Mental Health Act Managers Update


14. Dr Thomas provided an update in relation to the function of the Associate Hospital Managers (ASMs) and powers of discharge, audit, Mental Health Law Governance Group and recovery. c) D1 – Equality and Inclusion Strategy


15. Mrs Oates provided an update which focused on the impact of COVID-19 on different protected groups and to inform any immediate action the Trust may take to ensure the health and safety of everyone.

16. The Trust has in place a COVID-19 risk assessment process, kept up to date in line with national guidance. An Equality Impact Analysis ‘The impact of Covid-19 on our People’ was underway.

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Agenda Item No: B3

d) E1 - Mersey Care NHS Foundation Trust: Update on the progress of the:

i. Annual Report 2019/20 ii. Annual Account 2019/20


17. Mr Meadows update advised that originally it had been intended to provide the May 2020 Board with the final draft of the Quality Account along with the Trust’s Annual Report and Annual Accounts. Due to the COVID-19 outbreak, the national submission deadlines had been amended. e) F2 – Clinical Strategy Update


18. Mrs T Bennett / Dr Thomas provided an update, noting that in March 2020 the Quality Assurance Committee made a decision to defer the draft Clinical Strategy to May 2020 due to the Committee requesting further amendments to the draft before final agreement. Due to COVID-19, the review of the Strategy was placed on hold and will be revised during the recovery phase of COVID with key stakeholders incorporating feedback from members of the Quality Assurance Committee/Quality Committee. f) F3 – Life Rooms Strategy and Update


19. Mrs Darbyshire provided an update, noting that the Life Rooms Strategy and Five Year Action Plan work had been paused due to the impact of the COVID-19 outbreak; however the strategy work group had now been reconvened in order to take stock of changes to services and put the work stream back on track.

20. On 23 March 2020 a decision had been taken by the COVID-19 Strategic Co-ordination Group to close all Life Rooms buildings with immediate effect. In light of this, the Life Rooms teams had managed to move a substantial part of the services offered to online and remote telephone support within a ten day period.

21. The full update is included in the Overarching Board report.

22.


Recommendations approved by the Board, namely:

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Agenda Item No: B3

• Note the update. Further actions required:

• None identified.

B7 CHIEF EXECUTIVE’S REPORT

23. Mr Rafferty provided an update which allowed the Board to consider a range of issues that impact on the Trust.

24. Mr Rafferty advised that the NHS was still subject to a level 4 major incident in respect of the COVID-19 outbreak. This meant that the Trust, like all NHS organisations across England, were subject to command and control arrangements in respect of managing both the response to and the recovery from the outbreak.

25. Mr Rafferty confirmed that the Trust were still accountable within this framework and the role of the Board remained the same, i.e., ensuring good governance.

26. The established Hospital and Out of Hospital Cell structure had been replicated across 3 parts of the region, Cheshire and Merseyside, Greater Manchester and Lancashire and South Cumbria.

27. Mr Rafferty stated that the Board must be aware that although he was leading the Out of Hospital Cell, he had not been formally seconded and as such, this is regarded as an additional activity to his role as Chief Executive of the Trust. Mr Rafferty confirmed that he would continue therefore to remain accountable to the Chairman for all aspects of his role as Chief Executive.

28. Mr Rafferty highlighted the role of the Out of Hospital Cell which included:

a) creating capacity in community settings and mental health / learning disability services;

b) overseeing the management of hospital discharge process;

c) monitoring capacity pressures in community, mental health/learning disabilities, primary care and social care;

d) identifying problems and escalating them to the Regional Team.

29. Mr Rafferty stated that through this work he had recognised the need for greater population health management and system wide leadership, particularly in respect of modelling demand for NHS and social care services and support for care homes, which have often not featured highly in such modelling and leadership arrangements.

30. Mersey Care had set up a Response and Recovery Strategic Coordination Group who were monitoring the on-going situation and it was important that this was very heavily influenced clinically; therefore Mrs T Bennett and Dr Thomas were managing the incident.

31. Development of a COVID-19 Recovery Coordination Group was also underway to ensure the Trust can continue to monitor and address COVID issues along with the normal services of the Trust as this was likely to be an ongoing issue for some time.

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Agenda Item No: B3 32. Mrs Edwards referred to the diagram (paragraph 16) in the report which showed the

waves of impact expected. This was complicated due to the nature of services the Trust provides and it was vital to manage immediate mortality of COVID now and during any potential return of peak.

33. Mrs Edwards stated that as a mental health trust, there is a need to be prepared for a 3rd and 4th wave and the likelihood of a significant impact on psychological trauma. The Recovery Group had a complex task ahead of it and were planning for different types of impact which would come in our direction.

34. Mr Rafferty stated that the Strategic Coordination Group would work alongside the Recovery Coordination Group, however the Recovery Coordination Group would be supported by three work-streams:

a) Clinical Cell – led by Noir Thomas, Executive Medical Director;

b) Workforce Cell – led by Amanda Oates, Executive Director of Workforce;

c) Resources Cell – led by Elaine Darbyshire, Executive Director of Communications, Corporate Governance and Estates.

35. Each of the work-streams would focus on transition from the current crisis phase through recovery and towards the delivery of the Trust’s strategic objectives. Each work-stream would report on a regular basis to the Recovery Coordination Group against an agreed programme of work and KPIs. A regular update would be provided to the Resources Committee and ultimately to the Board of directors.

36. Following discussion with the Chairman, Mr Rafferty highlighted the importance of considering the role of the Non-Executive Directors in respect of their stewardship of the Trust’s recovery. Whereas responding to the outbreak had fallen properly within the responsibility of the Executive Team, both the Chairman and the Chief Executive believe there was a need to explore in more detail the Trust’s recovery. Board learning in this event was important and potentially the retention of the clinical cell concept and also the ethical approach. In light of this, it is proposed to hold a Board Learning Event by the end of June 2020 and Mr Meadows had been asked to make arrangements.

37. Consideration had also been given to the Trust’s research activity as we moved forward and discussions with universities regarding how to establish a proper research base for the Trust though this. The impact of COVID-19 brings to the fore the need for research into mental health, not only on the impact of COVID-19 on our existing service users and the wider population, but also the wider impact of mental health requirements on future health and social care planning. The Ethical Advisory Cell, the Clinical Cell and the Clinical Senate can help develop our research activities under the leadership and scrutiny of the Quality Committee.

38. Mr O’Keeffe asked Mrs Edwards if the diagram referred to earlier (waves of impact expected, paragraph 16) was a locally or nationally developed map. Mrs Edwards confirmed this was locally developed, however it was accepted amongst this type of provider that these were the types of demand we must prepare for. Mersey Care and

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the Cell were coordinating conversations for a wider system perspective. Mr O’Keeffe welcomed the diagram, stating that it clearly articulated the problem facing the Trust.

39. In response to Mrs Fraenkel, Mrs Edwards confirmed that Dr Thomas was adapting the Risk Register to reflect this.

40. Mr O’Keeffe welcomed plans to hold a Board Learning Event, which both Non Executive Directors and Executive Directors would find beneficial.

41. Mrs Williams referred to the diagram (paragraph 14) in relation to COVID-19 Response and Recovery in context of management of risks and linking to the Board Assurance Framework, which provides a deeper understanding of how Cells were brought into our governance framework and the importance of a new committee structure to ensure a strong audit trail for decisions made.

42. Mr Rafferty stated that there was no formal process thus far for Cells to report in to all NHS providers across Cheshire and Merseyside, therefore currently this would be done across all boards simultaneously as there was no direct line in at present.

43. Mr Meadows agreed that there was no direct line for multi agency thus far; however this had been discussed in the Recovery Coordination Group. The Good Governance Institute would also be engaged and assurance would be provided initially to the Resources Committee and potentially via the Quality Committee also. Consideration will be given to where the risk lies and which committee was appropriate to report to. Individual directors also had accountability and could provide assurance to the Board as appropriate via multiple methods.

44. Mrs Hales stated that this was a good time to escalate work we were doing before the outbreak, for example Terms of References for Committees. The Trust is still accountable for implementation and delivery and it was important to ensure everything was picked up as appropriate.

45. Mr Meadows highlighted the Board Governance paper which included the Terms of Reference for the new People Committee for Board approval. Once this was agreed, work could begin on agendas and all Board committees. Mrs Hales agreed, stating that consideration must also be given to impact of COVID.

46. Mrs Darbyshire stated the Good Governance Institute were shaping a proposal currently following a conversation with Mrs Fraenkel and Mr Rafferty and it was intended to share a draft proposal in the coming weeks. Mrs Fraenkel stated that it may be useful for the Good Governance Institute to sit in on the Board Learning Event/Development.

47. Miss O’Dwyer welcomed the greater emphasis on ethics and the great progress made in the Ethical Cell and offered congratulations on collaborative care and the extra funding.

48.


Recommendations approved by the Board, namely: • Note the contents of the paper.

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B8 TRUST RESPONSE TO COVID-19 - UPDATE

49. Mrs T Bennett stated that the Trust were presently beginning to see hospital admissions reducing, plateau and now come down even further and it appeared that we were following the same pattern as London 2-3 weeks previously. Outbreaks in nursing homes were also following that pattern and there were only 3 wards where single cases of COVID had been identified. There was one new case in Ashworth. Overall, there was a general decline in cases. Mrs T Bennett stressed the importance of maintaining infection prevention and control in all things.

50. Mrs T Bennett highlighted the following:

• Ward 35 remained closed until next week due to the transfer of patients who were positive and needed to be transferred back;

• In relation to capacity across the patch, this stood at 65% bed capacity with Q&Es running at 75-80%. Work was in progress in terms of recovery plans and sickness levels were reducing and where possible, staff continued to work from home;

• Transmission of the infection was focused on communal areas and the message to staff regarding social distancing was being reiterated;

• Incident management was nationally at Level 4 and would remain so until this was stepped down nationally;

• Tactical meetings were now taking place once a week;

• The importance of managing recovery, including social distancing was vital;

• Buildings must be reviewed to ensure we can manage peaks or waves of COVID and that premises are COVID safe;

• Communication with staff being maintained.

51. Mrs Oates highlighted the proactive work ongoing with teams, consultant bodies and staff side colleagues.

52. Dr Thomas stated that the challenge was to restart some of the Trust’s services in a very different way and for them to run effectively alongside COVID concerns/actions which will be a long term issue. There had been a significant increase in terms of digital technology which lent itself helpfully to our longer term digital work going forward.

53. In response to Mrs Fraenkel, Dr Thomas agreed to collate some data in relation to remote and digital assessments including patient and staff feedback on the changes and share with the Board at the Board Learning Event in June 2020.

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Agenda Item No: B3 54. Miss O’Dwyer queried how staff were managing in the prison service. Mrs T Bennett

confirmed that reporting was through a mental health perspective and work continued with them in relation to infection control, however as we go forward in terms of social distancing, this would pose some challenges.

55. Dr Thomas confirmed there were very limited virus cases in HMP Liverpool and these had been managed, adding that there was a concern regarding a national drive to use all inpatient bed capacity in prisons for COVID cases should there be a second outbreak.

56.


Recommendations approved by the Board, namely: • Note

Further actions required: • Evaluation of remote/digital assessments along with

patient and staff feedback to be provided for the Board Learning Event to be held in June 2020.

N Thomas

June 2020

June 2020 Board Learning Event Agenda

B9 BOARD ASSURANCE FRAMEWORK

57. Dr Thomas provided an update on the Board Assurance Framework (BAF), assuring the Board that the strategically significant risks were being actively managed.

58. The current BAF consists of: a) 14 current strategic risks identified by the Board, of which 13 are noted as been

impacted in some way by Covid-19.

b) 11 Strategically significant divisional risks with a score of 15 or above. • 1 Liverpool and South Sefton Community Division Risks with a potential impact

from Covid-19. • 8 Local Division Risks, of which 6 are noted as being impacted by Covid-19 • 2 Corporate Risks, which are both, noted as being impacted by Covid-19.

c) 1 Strategically significant programme risk with a score of 15 or above, which as

been impacted by Covid-19.

59. Appendix B contained a list of the current BAF risks organised by current risk score and a heat map demonstrating the current positioning of the risk from green to red.

60. For future reports the heat map will show a comparison with the previous reporting

month to demonstrate movements of the risks on the BAF.

61. Of the current fourteen strategic risks identified by the Board for 2020/21 (Table 1 - Appendix A), two have been raised due to COVID-19 and two reduced.

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Agenda Item No: B3 62. Dr Thomas advised the Board that the report was being further adapted to provide an

easy to read document and heat map. All high risks on the BAF had been reviewed and rescored considering the COVID impact on the existing risks.

63. There were two increased risks, one around failing to understand the needs in our population, and the second was around ineffective working with partner organisations.

64. Mrs Edwards stated that the needs of the different groups in the population had not necessarily been prioritised in our response to COVID, e.g., people who were excluded or people experiencing deprivation and poverty. Mrs Edwards proposed that it was flagged in the Risk Register that the organisation must stay focused on understanding the needs of these groups.

65. Dr Thomas stated that recovery work would need to target how we proactively managed this and work continued to target those most at risk and difficult to reach groups. In relation to the second risk, working with partner organisations, Mr Rafferty’s work with the Out of Hospital Cell had potential to impact this. Mr Rafferty stated that there was a vulnerability cell who were working with all the different cohorts and relationships must be built in the first instance.

66. In response to Mrs Fraenkel’s question, Mr Rafferty confirmed that the Cells will remain for as long as the incident lasts.

67. Mr Williams noted the logic in the risk increasing and the failure to understand the needs of our population, adding that it was the impact that had increased rather than the likelihood. Dr Thomas agreed that there was a need to understand what was driving the change in risk, stating that COVID complicates our understanding of needs at this time.

68. Replying to Mrs Fraenkel, Dr Thomas agreed that it was logical to assume that other NHS organisations were having the same increase in risks and work continued to ensure a cohesive approach. Mrs Fraenkel proposed that this should be referred to the Audit Committee. Mrs Williams agreed. Mr Meadows proposed that Mersey Internal Audit Agency may be in a position to help as they provide audit services across most NHS organisations.

69. Mrs Williams noted the BAF showed the existing risks and how they were impacted by COVID and queried if any new risks had arrived due to COVID and were they captured in the BAF. Dr Thomas confirmed that new risks specifically related to COVID were included, however agreed to ensure this was clearer in future reports.

70.


Recommendations approved by the Board, namely: • Confirm that the risks are being identified and

managed appropriately; • Identify any risks that need to be escalated as part of

the Board Assurance Framework;

Further actions required: • Flag in RR that the organisation must stay focused on

understanding the needs of the

N Thomas (F Westhead)

June 2020

June 2020

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Agenda Item No: B3

population/deprivation/poverty/excluded groups;

• Report to Audit Committee in relation to the two increased risks and the planned cohesive approach to address;

• Contact MIAA regarding the increased risks/other

organisations;

• Ensure clarity re new risks identified due to COVID-19;

N Thomas (F Westhead)

N Thomas N Thomas (F Westhead)

Aug 2020

Jul 2020 Jul 2020

On Aug 2020 Audit Ctte Agenda

Update to be included in Jul 2020 BAF

To be included in Jul 2020 BAF

C1 SAFETY REPORT

71. Dr Thomas provided an overview of assurance on a range of patient safety issues, clearly outlining issues of concern/good practice, including issues arising during the COVID-19 pandemic situation.

72. The report provided covered:

• Serious and untoward incident information; • Patient safety incidents; • Duty of Candour; • Inquests; • Mortality Reviews;

73. The report confirmed that there had been 25 StEIS reportable incidents reported

between 1 February 2020 and 31 March 2020 compared to 19 in the reporting period 1 December 2019 and 31 January 2020. For the same reporting period 1 February 2019 to 31 March 2019 there were 35 serious untoward incidents, so whilst the numbers had increased from the previous two-month period, they had reduced compared to reporting period for last year.

74. Dr Thomas highlighted the following: • Executive Safety Huddle meetings had recommenced; • There had been a slight increase in reporting of SUIs in the period; • No significant impact on the ability to report due to COVID-19 had been

identified; • There had been an impact due to COVID-19 in terms of safety management of

SUI reviews which had been suspended by CCGs. Meanwhile, the Trust continued with 72hr reviews and the immediate learning from those;

• Learning from deaths was being monitored; • SI reviews would be reinstated in due course; • A number of programmes including Learning Disability Mortality Review had no

date to commence at this time, however the Trust were ensuring continued urgent learning from this;

• Inquests were currently not being heard. There were 24 new inquests planned however there was no start date, but it was anticipated this will be imminent;

75. Mrs Williams referred to a report provided by Mersey Internal Audit Agency to the February 2020 Audit Committee which highlighted non compliance with the Trust’s Learning from Deaths policy and the Mortality Review Group not being quorate on several occasions and sought an update. Dr Thomas stated that a few members and

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Agenda Item No: B3

since been redeployed and the ability to undertake reviews had been limited, however noted that the Audit Committee report referred to a pre-COVID period and agreed to review and report back to the Board.

76.


Recommendations approved by the Board, namely: • Discuss the report • Identify any new risks • Identify any further assurances it requires

Further actions required: • Update in relation to non compliance with the Trust’s

Learning from Deaths policy and identified issues in relation to quoracy of the Mortality Review Group to be included in next report to the Board;

N Thomas

July 2020

To be included in Jul-20 Safety Report to the Board

C2 SERVICE USER / CARER ENGAGEMENT AND EXPERIENCE


77. Mrs Darbyshire provided an update in relation to the proposed plan for scoping and future-proofing patient and public engagement and experience and sought agreement of the prioritisation of investment of £78,310 pay funding and £2,000 non-pay funding to support the appointment of a senior leadership post in support of a perfect care approach to patient and public engagement.

78.


Recommendations approved by the Board, namely: • Note and comment on the contents of the report • Agree the prioritisation of investment of £78,310 pay

funding and £2,000 non-pay funding to support the appointment of a senior leadership post in support of a perfect care approach to patient and public engagement.


F1 PROPOSAL FOR THE FUTURE CONFIGURATION OF SERVICES BETWEEN MERSEY CARE NHSFT AND NORTH WEST BOROUGHS HEALTHCARE NHSFT – STRATEGIC CASE

79. Mr Smith stated that the report provided was high level and agreed by the Joint Transaction Board. If the Board of Directors approved the submission of the strategic case to NHS Improvement/NHS England, plans would then move to the next phase, requiring a full business case and due diligence. The Trust still felt that despite COVID, the strategic intentions remain relevant.

80. Mr Lyons confirmed that the format was set out by NHS Improvement which covered a wide range of rationale regarding why the Trust wished to proceed. Mr Meadows

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added, that North West Boroughs’ Board will also consider this paper and any decision must be agreed by both organisations.

81. Miss O’Dwyer asked Mr Smith whether writing off the debt regarding COVID would

impact on the Business Case or whether this would come out via the due diligence. Mr Smith acknowledged that much was expected to come from the due diligence process and there were a host of unknowns at this stage. All trusts were uncertain regarding what this meant financially post July 2020. The process would be reassessed going forward, adding that this was a strategic document to signal our intention to progress.

82. In response to Mrs Fraenkel, Mr Smith confirmed that it was uncertain how things

would progress, including NHS Improvement regulators’ ability to approve this and invest the amount of time to take this forward. Mersey Care would still like to progress however will be guided by events and NHS Improvement.

83. Replying to Mr O’Keeffe, Mr Smith stated that it was hoped to maintain the timeframe

of 1 April 2021 for completion of the transaction should all parties agree. Work would continue and the Board will receive regular updates on progress.

84.


Recommendations approved by the Board, namely: • Approve the submission of the strategic case to NHS

Improvement / NHS England (subject to any amendments required after reviewing the full un-redacted version in the Private Board meeting)


G1 BOARD GOVERNANCE REPORT


85. Mr Meadows provided the Board with an update in relation to:

a) Good Governance Institute Update b) Arrangements for Charitable Funds c) Constitution d) Committee Terms of Reference e) Scheme of Reservation and Delegation f) Policies Update g) Register of Gifts and Declarations of Interest h) Use of the Trust Seal

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Agenda Item No: B3 86.


Recommendations approved by the Board, namely: • consider and note the changes to the COVID-19

Governance Framework; • consider and approve the proposals to change the

Trust’s Constitution, recommending them to the Council of Governors at their next meeting in August 2020 (see Appendix A);

• consider and approve the terms of reference for the People Committee (see Appendix B);

• consider and approve the proposal to amend the Standing Financial Instructions (see paragraph 32);

• consider and approve the proposals to amend the Scheme of Reservation and Delegation of Powers (see paragraph 33);

• consider and provisionally approve the Provider Licence Self-Certification statements (see paragraphs 34 to 45);

• note the updates provided in respect of charitable funds, Board approved policies, the register of gifts and declaration of interests and the use of the Trust Seal.


G2 BOARD COMMITTEE MINUTES (INCLUDING CHAIR’S REPORTS)

a) Audit Committee (April 2020); b) Quality Assurance Committee (March 2020); c) Resources Committee (April 2020); d) Council of Governors (April 2020); e) Remuneration and Terms of Service Committee (March 2020);

87.


Recommendations approved by the Board, namely: • Note the Board Committee minutes and chair’s

reports;


H1 RISK REFLECTION

88. No items were raised.

H2 REFLECTION ON THE MEETING AND WHETHER ANY ISSUES NEED TO BE REFERRED TO A BOARD COMMITTEE

89. No items were raised.

H3 ANY OTHER BUSINESS

90. Mrs Fraenkel thanked the four Governors who had observed today’s meeting and provided opportunity for them to raise any questions with the Board.

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Agenda Item No: B3 91. Mr Prayogg highlighted the importance of equality and diversity, noting that for

example, Mr Rafferty’s Chief Executive Update report had a check box noting no impact on Equality and Diversity and sought clarity. Mrs Oates welcomed the question, confirmed this had been a conversation with our networks, adding that this was an item of development for all.

92. Mr Prayogg referred to inequality across the BAME community and queried why there were so many deaths across BAME clinicians. Mrs Oates referred to the stratified approach in relation to BAME and confirmed that weekly meetings were taking place, noting that BAME communities were more likely to have underlying health issues and should therefore undertake the risk assessment process and the Trust were also risk assessing potential vulnerabilities.

93. Mrs Oates confirmed that the Trust were also providing psychological support and differential needs were being recognised. Discussions continued in relation to a questionnaire to ensure our interventions were appropriate and proportionate.

94. Mrs Oates stated that from a patient perspective, the Trust were equality impact assessing decisions; however some decisions were being driven nationally. Mrs Oates confirmed that sadly, the Trust had lost one member of staff to COVID-19, adding that this person was not from a BAME background.

95. Mr Prayogg stated that this was a national issue and asked, in terms of learning, what could be done to assist regarding learning from Liverpool. Mrs Fraenkel confirmed that this had been raised at the National Chair’s Network and Mrs Oates was also linked in to this network in a professional sense. Joint national working would be undertaken going forward.

96. Mrs Oates confirmed that the Trust had been sharing learning in partnership with networks and conversations had been held nationally. Our work had been very well received by networks and NHS Improvement had captured some feedback and had written to Mr Rafferty asking to share the learning nationally.

97. Mrs Oates stated that work was on-going in relation to BAME staff through a network supporting Freedom to Speak Up from each clinical division. This was to ensure the Trust outward reach concerns from a community, patient and staff perspective.

98. In response to Mr Prayogg, Mrs T Bennett confirmed that 20 people had died in care homes in the area as a result of COVID-19 in the last few days. Although there had been high incidents of outbreaks of the virus in care homes, this now appeared to be decreasing. All patients and residents in nursing homes will be swabbed.

99. Mrs T Bennett confirmed that work continued collectively on supporting and understanding issues around PPE (personal protective equipment) and swabbing. Transferred patients would be swabbed 48 hours before transfer and the same was true for discharged patients and domiciliary care. Testing for nursing and residential had come later, however was now in a better position.

100. Miss Tetlow referred to the impact of lockdown on people with dementia, stating that Care Navigators were taking information/concerns from patients, however there was

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Pack Page 18 of 146

Agenda Item No: B3

no follow up action from psychiatrists. Dr Thomas agreed to review this concern to identify a solution and feed this back to Miss Tetlow/ Governors

101. Mr Copple referred to the use of technology for patient reviews, stating he had such a review earlier in the week and the experience had been positive and asked if a demonstration of the technological roadmap for patient reviews could be shared with Governors, if appropriate. Mrs Fraenkel stated that this would fit with Dr Thomas’s comments earlier regarding retaining digital elements utilised during the COVID outbreak. Dr Thomas concurred, stating that clinicians did not want to lose this aspect of care they had been providing and wished to embrace the digital options that were available.

102.


Further actions required: • Dr Thomas to review process for Care Navigator

feedback/psychiatrists actions and provide response to Miss Tetlow/Governors;.

N Thomas

June 2020

By end June 2020

103. There were no further items of business.

104. The meeting closed.

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Pack Page 19 of 146

1

Date of Meeting Agenda Item Action Executive Lead Operational

Lead

Proposed Date of

Completion

Item Status Comments

28 November 2018 - Public Board Meeting

D2-Side by Side WorkingDevelop a means of evaluation of side by side working to provide the necessary assurance to the Board

E Darbyshire M CrillyMar 2019 (Revised to July-20)

Not due

Update received by email from MC 4th July 19 - All relevant paperwork changes have been implemented. The side by side project has stalled due to the inability of clinical teams to commit time and OE&L have been unable to allocate resource. Scaled down pilot and sense check how to proceed. Exec Director lead agreed extension tas part of Life Rooms Strategy and Plan. Deferred due to COVID-19 outbreak.

31 July 2019 - Public Board Meeting

F1-Life Rooms Update Life Rooms update report to Board of Directors in November

Exec Lead: E Darbyshire Operational Lead: M Crilly

01/11/2019 (deferred to May 2020)

not due

Update to be provided to Board in March 2020 in addition to Life Rooms Strategy. Deferred to May to allow external input. Further deferred due to COVID-19 outbreak but update provided to Board in May 2020.

25 Sept 2019 - Public Board Meeting

B4 - Board of Directors Log / Action Plan

Future arrangements for patient experience and engagement to be fed back to Board meeting with executive leads to decide direction

Exec Lead: A Chidambaram

01/11/2019 (deferred to May 2020)

Not due

Item deferred due to this being part of Good Governance Review, the report of which is being considered by the Board in january 2020. The implications of this on patient experience and engagement arrangements will be reported back to the Board in May 2020. Deferred due to COVID-19 outbreak.

May 2020 Public Board Meeting

B8-Trust Response to COVID-19 - Update

Evaluation of remote/digital assessments along with patient and staff feedback to be provided for the Board Learning Event to be held in June 2020

N Thomas Jun-20 Included on June 2020 Board Learning Event agenda


B9-Board Assurance Framework

Flag in RR that the organisation must stay focused on understanding the needs of the population/deprivation/poverty/excluded groups

N Thomas F Westhead Jun-20

20 May 2020 - Public Board Meeting

Public - Board of Directors - Action Log

31 July 2019 - Public Board Meeting

25 September 2019 - Public Board Meeting

28 November 2018 - Public Board Meeting

Pack Page 20 of 146

2



Report to Audit Committee in relation to the two increased risks and the planned cohesive approach to address

N Thomas F Westhead Aug-20 Not due On Aug 2020 Audit Ctte Agenda



Contact MIAA regarding the increased risks/other organisations N Thomas Jul-20 Not due Update to be included in Jul 2020 BAF



Ensure clarity re new risks identified due to COVID-19 N Thomas F Westhead Jul-20 Not due To be included in Jul 2020 BAF


C1-Safety Report

Update in relation to non compliance with the Trust's Learning from Deaths policy and identified issues in relation to quoracy of the Mortality Review Group to be included in the next report to the Board

N Thomas Jul-20 Not due To be included in Jul-20 Safety Report to the Board


H3-AOBDr Thomas to review process for Care Navigator feedback/psychiatrists actions and provide response to Miss Tetlow/Governors

N Thomas Jun-20 Not due By end June 2020

KEYTO ACTIONONGOINGCOMPLETED

Pack Page 21 of 146

Agenda Item No: C2

Report to: Board of Directors Meeting Date: 24 June 2020 This Report is provided: ☒ for a decision ☐ to note / for information ☐ as a consent item

Strategic Case for the Acquisition of North West Boroughs Accountable Director(s): Neil Smith, Executive Director of Finance and Deputy CEO Report Author(s): Chris Lyons, Director of Corporate Transformation Alignment to Strategic Objectives:

Our Services ☐ Integrate Services ☒Improve population health ☒

Continuous improvement (STEEP)

Our People ☒Become an employer of choice ☐

Progress our Just and learning Culture goals

☐Work side by side with service users and carers

Our Resources ☒

Achieve financial sustainability ☐

Invest in digital technology ☒ Improve our estate ☒ Transform

Corporate Services

Our Future ☐Develop Provider Alliances ☐

Accelerate research and development

☐Commercialise our knowledge

Alignment to the Quality Domains:

STEEEP ☒ Safe ☒ Timely ☒ Effective ☒ Efficient ☒ Equitable ☒ Person-centred

CQC ☒ Safe ☒ Responsive ☒ Effective ☒ Caring ☒ Well-led

Purpose of Report: To allow members of the Board of Directors to: 1) Review the revised strategic case for the proposed acquisition of

North West Boroughs by Mersey Care

Recommendation: The Board of Directors is asked to: 1) Approve the submission of the strategic case to NHS

Improvement / NHS England (subject to any amendments required after reviewing the full un-redacted version in the Private Board meeting)

Previously Presented to: Committee Name Date (Ref) Title of Report Outcome / Action

Do the action(s) outlined in this paper impact on any of the following issues? Area Yes If ‘Yes’, outline the consequence(s) (providing further detail in the report)

Operational Performance ☒ If the strategic case is approved by NHS Improvement and NHS England, the subsequent business case and transaction will impact upon each of these factors. Provider Licence Compliance ☒

Legal Requirements ☒

Resource Implications ☒

Equality & Human Rights Analysis Yes No N/A Do the issue(s) identified in this report affect one of the protected group(s) less or more favourably than any other? ☐ ☒ ☐

Are there any valid legal / regulatory reasons for discriminatory practice? ☐ ☒ ☐

If answered ‘YES’ to either question, please include a section in this report explaining why

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Agenda Item: C2 Pack Page 22 of 146

Agenda Item No: C2

EXECUTIVE SUMMARY

1. The purpose of this paper is to seek approval from the Board of Directors to submit toNHS Improvement and NHS England a revised strategic case for the acquisition ofNorth West Boroughs NHS Foundation Trust by Mersey Care.

2. A previous version of the strategic case was submitted to the Board of Directorsmeeting on 20 May 2020 and was approved by the Board.

3. The Board of Directors at North West Boroughs subsequently met, received anddiscussed the paper at its meeting on 26 May 2020. There were some questionsraised about the future financial assumptions, in particular with regards to the pendingoutcome of the Wigan options appraisal. The Board made the decision not to approvethe strategic case and requested that revisions be made.

4. Conversations have since taken place between Mersey Care and North WestBoroughs regarding reviewing the financial section of the document, and a revisedversion of the strategic case has been produced.

5. At the Transaction Board meeting held on 18 June 2020, the Board agreed torecommend to the Boards of Directors at both trusts that the strategic case beapproved for submission to NHS Improvement and NHS England.

6. The version of the strategic case submitted to the public Board of Directors meetinghas been redacted in places owing to the need to protect commercial and confidentialinformation. A full unedited version has also been submitted to the Private Boardmeeting.

BACKGROUND

7. Mersey Care and North West Boroughs have been working in partnership across anumber of issues since mid-2019. Since that time, further internal discussions havetaken place within North West Boroughs regarding the future strategic direction of theTrust. These discussions culminated in September 2019 in a decision by the Board ofDirectors and Council of Governors at North West Boroughs to recommend to NHSImprovement that North West Boroughs be acquired by Mersey Care. The rationaleunderpinning this decision is the recognition that, in coming years, growing financialchallenges are likely to put the quality and safety of patient care at risk within theservices provided by North West Boroughs; which the Board of Directors havedetermined cannot be allowed to happen. Mersey Care was considered by the Boardof Directors and Council of Governors as the most favourable organisation to acquireNorth West Boroughs, given their track record in delivering high quality clinicalservices and their financial stability. In October 2019, NHS Improvement notified NorthWest Boroughs that it supported the recommendation.

8. A joint Transaction Board was established by the executive teams of each trust toprovide strategic oversight for the proposed acquisition.

9. The strategic case, which has been developed jointly by North West Boroughs andMersey Care and is the first of two key approval steps for a proposed acquisition, is aninitial proposal document which sets out the high level case for a proposed acquisition.

Page 2 of 4


Agenda Item No: C2

This high level case is required to cover clinical, organisational, financial and system-wide benefits of the proposed acquisition.

10. If the strategic case is accepted by NHS Improvement and NHS England as setting outa viable proposition which will have a positive impact upon healthcare provision, thenthe next step in the process is the development of a business case. The businesscase is a more comprehensive document informed full due diligence, which developsthe rational for the acquisition in more depth.

11. A previous version of the strategic case was submitted to the Board of Directorsmeeting on 20 May 2020 and was approved by the Board.

STRATEGIC CASE – STATUS UPDATE

12. Following the approval of the previous version of the strategic case by Mersey Care’sBoard of Directors, the Board of Directors at North West Boroughs met, received anddiscussed the paper at its meeting on 26 May 2020. There were some questionsraised about the future financial assumptions, in particular with regards to the pendingoutcome of the Wigan options appraisal. The Board made the decision not to approvethe strategic case and requested that revisions be made.

13. Conversations have since taken place between Mersey Care and North WestBoroughs regarding reviewing the financial section of the document, and a revisedversion of the strategic case has been produced.

14. At the Transaction Board meeting held on 18 June 2020, the Board agreed torecommend to the Boards of Directors at both trusts that the strategic case beapproved for submission to NHS Improvement and NHS England.

THE IMPACT OF COVID-19

15. The strategic case was developed prior to the international spread of the COVID-19coronavirus, and therefore the impact of the virus has generally not been taken intoaccount in the writing of the strategic case. There have also been delays in thecompletion of the document due to the need for both trusts to prioritise dealing with theconsequences of the pandemic.

16. The executive teams of both trusts agree that the acquisition of North West Boroughsby Mersey Care remains the best option for the future of the trusts, despite the impactof COVID-19. The rationale for the acquisition remains unchanged, and the financialanalysis undertaken by the trusts supports this. None of the fundamental assumptionsunderpinning the strategic case have changed as a result of COVID-19.

17. It is acknowledged that the timeline planned (outlined in section 8 of the strategic case)will need to be amended due to the impact of the pandemic. A revised timeline is notyet possible as it can only be established following the resolution of the crisis, and thereturn to ‘business as usual’ by the NHS. It is unlikely that the sequencing ofmilestones will change; however the dates when these will occur are likely to changeand the final completion date of the acquisition may be delayed.

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Agenda Item No: C2

18. The trusts both acknowledge that there have been some positive changes to workingpractice as a consequence of the COVID-19 crisis, for example the increase in agileworking and significant and valuable developments in the use of technology by bothclinical and non-clinical staff. It is intended that these changes will be carried forwardinto the enlarged Mersey Care following acquisition, and the acquisition will allow forgreater opportunities for further development of these initiatives and the sharing ofgood practice.

NEXT STEPS

19. Subject to approval by the Boards of Directors of both trusts, the strategic case will besubmitted to NHS Improvement and NHS England for review. It is accepted that thisreview will not take place until the current COVID-19 crisis has been furtheraddressed. At this time, it is not known when this will happen; however, theTransaction Board takes the view that it is appropriate to submit the strategic casenow, in order that it can be reviewed as soon as NHS Improvement and NHS Englandare able to do so.

20. If the strategic case is approved by NHS Improvement and NHS England, thencomprehensive due diligence will be undertaken and a business case will bedeveloped.

NEIL SMITH EXECUTIVE DIRECTOR OF FINANCE AND DEPUTY CEO

June 2020

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Proposal for the future configuration ofservices between Mersey Care NHSFoundation Trust and North WestBoroughs Healthcare NHS FoundationTrust

Strategic Case

Developed in line with NHS Improvement’s “Transactions guidance – for trusts

undertaking transactions, including mergers and acquisitions”.

June 2020

PUBLIC VERSION


Page | 2

Information about this document

Document name Proposal for the future configuration of services betweenMersey Care NHS Foundation Trust and North West BoroughsHealthcare NHS Foundation Trust

Documentsummary

The purpose of this document is to present the strategic case for theacquisition of North West Boroughs Healthcare NHS FoundationTrust by Mersey Care NHS Foundation Trust.Please note that information which is commercial in confidence hasbeen redacted from this public version of the strategic case.

Date of publication June 2020

Published by

Mersey Care NHS Foundation TrustTrust HeadquartersV7 BuildingKings Business ParkPrescotMerseysideL34 1PJwww.merseycare.nhs.uk

North West Boroughs Healthcare NHSFoundation TrustHollins Park HouseHollins Park HospitalHollins LaneWinwickWarringtonWA2 8WAwww.nwbh.nhs.uk/

Joint Programme Directors

Chris LyonsDirector of Corporate Transformation,Mersey Care NHS Foundation [email protected]

Tracy HillExecutive Director of Strategy &Organisational Effectiveness, North WestBoroughs Healthcare NHS [email protected]

Use of terminology

Within this strategic case the following terminology is used: Mersey Care – should be taken to refer to Mersey Care NHS Foundation Trust;

North West Boroughs – should be taken to refer to North West BoroughsHealthcare NHS Foundation Trust;

Transactions Guidance – should be taken to refer to NHS Improvement’s“Transactions guidance - for trusts undertaking transactions, including mergersand acquisitions”.

A glossary of terms is provided as Appendix A.

This document can be made available in a range of alternative formats includingvarious languages, large print and braille etc.

Copyright © Mersey Care NHS Foundation Trust and North West Boroughs Healthcare NHS Foundation Trust,2020.


http://www.merseycare.nhs.uk/

http://www.nwbh.nhs.uk/

Page | 3

The impact of COVID-19It is important to note that this document was developed prior to the internationalspread of the COVID-19 coronavirus, and that therefore the impact of the virus hasnot been taken into account in the writing of the strategic case.

There has been some delay in submission of the strategic case due to the need forthe entirety of the NHS including NHS England and NHS Improvement, Mersey CareNHS Foundation Trust and North West Boroughs Healthcare NHS Foundation Trustto prioritise dealing with the consequences of the pandemic. The strategic case willbe submitted once NHS England and NHS Improvement are in a position to acceptdocumentation relating to transactions when the response to the pandemic ends.

It remains the strongly held view of the Boards of Directors of both trusts that theacquisition of North West Boroughs by Mersey Care remains the best option for thefuture of the trusts, despite the impact of COVID-19. The rationale for the acquisitionremains unchanged, and the financial analysis undertaken by the trusts supportsthis.

It is acknowledged that the timeline planned (outlined in section 8) will need to beamended due to the impact of the pandemic. A revised timeline is not yet possibleas it can only be established following the resolution of the crisis, and the return to‘business as usual’ by the NHS. It is unlikely that the sequencing of milestones willchange; however the dates when these will occur are likely to change and the finalcompletion date of the acquisition may be delayed.

It is not intended that there will be any changes made to the processes described inthis document, and full due diligence will be undertaken prior to the submission of abusiness case.

The trusts both acknowledge that there have been some positive changes to workingpractice as a consequence of the COVID-19 crisis. These include a substantialincrease in agile working; significant and valuable developments in the use oftechnology by both clinical and non-clinical staff (including use of video conferencingand video consultations); and more joined-up system-wide collaboration. It isintended that these changes will be carried forward into the enlarged Mersey Carefollowing acquisition, and the acquisition will allow for greater opportunities for furtherdevelopment of these initiatives and the sharing of good practice.

The COVID-19 situation has strongly highlighted the need for effective, joined-upworking across teams, between trusts and between the NHS and other sectors. It isbelieved that following acquisition, an enlarged Mersey Care will be in a betterposition to facilitate and deliver this collaborative working across Cheshire andMerseyside.


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Foreword Mersey Care NHS Foundation Trust provides specialist inpatient and community services that support mental health, learning disabilities, addictions, brain injuries and physical health to the population of Merseyside. Mersey Care is also one of only three trusts in the UK that offer high secure mental health facilities. These services are provided to a population of more than 11 million people across North West England and beyond. The Trust employs in the region of 8,000 staff.

North West Boroughs Healthcare NHS Foundation Trust provides a similar range of specialist inpatient and community services that support mental health, learning disabilities and physical health ranging from perinatal services through to services for older people. North West Boroughs also provides specialist inpatient services and services for people with vulnerabilities within the criminal justice system. These services are provided to a population of more than 3.5 million people across Cheshire, Merseyside and Greater Manchester. North West Boroughs employs almost 4,000 staff.

The two trusts have been working in partnership across a number of issues since mid-2019. Since that time, further internal discussions have taken place within North West Boroughs regarding the future strategic direction of the Trust. These discussions culminated in September 2019 in a decision by the Board of Directors and Council of Governors to recommend to NHS Improvement that North West Boroughs be acquired by Mersey Care. The rationale underpinning this decision is the recognition that, in coming years, growing financial challenges are likely to put the quality and safety of patient care at risk within the services provided by North West Boroughs; which the Board of Directors have determined cannot be allowed to happen. Mersey Care was considered by the Board of Directors and Council of Governors as the most favourable organisation to acquire North West Boroughs, given their track record in delivering high quality clinical services and their financial stability. In October 2019, NHS Improvement notified North West Boroughs that it supported the recommendation.

We now firmly believe that this potential acquisition represents the best opportunity to safeguard and further develop the clinical services currently provided by North West Boroughs. This strategic case is the first step in the regulatory process required by NHS Improvement; more importantly, it provides an opportunity for us as a partnership to examine the strategic rationale and full extent of the potential benefits to patients and staff, and the wider health and care system. Both trusts will only proceed with this acquisition if there is both a sound clinical rationale and firm financial foundation.

Subject to approval of this strategic case, it is our intention to work collaboratively and with full transparency on developing a business case. This business case will be informed by comprehensive due diligence. In this way, the full extent of the


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benefits and risks associated with the acquisition will be identified. We will engage fully with our respective Council of Governors, our staff, commissioning and partner organisations, and service users. This is an exciting opportunity for Mersey Care to continue to further develop and expand the integrated model of care which we have begun to implement across the Trust.

Beatrice Fraenkel Chairman, Mersey Care NHS Foundation Trust Joe Rafferty Chief Executive, Mersey Care NHS Foundation Trust

Helen Bellairs Chairman, North West Boroughs Healthcare NHS Foundation Trust Simon Barber Chief Executive, North West Boroughs Healthcare NHS Foundation Trust


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Table of contents

1. Introduction ....................................................................................... 8

2. Strategic context ............................................................................... 9

2.1 National context ............................................................................................ 9

2.2 Local context ............................................................................................... 11

2.3 Overview of the two trusts ........................................................................... 21

2.4 Existing collaboration between the trusts .................................................... 26

2.5 Conclusions................................................................................................. 28

3. Strategic rationale for the acquisition of North West Boroughs by Mersey Care ....................................................................................... 29

3.1 Strategic aims of the acquisition .................................................................. 29

3.2 Challenges faced by the trusts .................................................................... 30

3.3 Conclusions................................................................................................. 37

4. Overview of options evaluation process adopted by North West Boroughs ....................................................................................... 39

4.1 Process adopted by North West Boroughs ................................................. 39

4.2 Shortlisted options for the future of North West Boroughs .......................... 39

4.3 Evaluation of shortlisted options by North West Boroughs .......................... 40

4.4 Preferred option identified by North West Boroughs ................................... 41

4.5 Follow up discussions with Mersey Care and NHS Improvement ............... 42

4.6 Conclusions................................................................................................. 42

5. Expected benefits and quality impact .............................................. 43

5.1 Population health, clinical and patient benefits ........................................... 43

5.2 Benefits to the local health and care system, and to commissioners .......... 46

5.3 Workforce benefits ...................................................................................... 46

5.4 Financial benefits ........................................................................................ 47

5.5 Organisational benefits ............................................................................... 49

5.6 Conclusions................................................................................................. 49

6. Financial assessment ..................................................................... 50

7. Analysis of potential competition issues .......................................... 51

7.1 Regulatory requirements ............................................................................. 51


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7.2 Competition and Markets Authority and NHS Improvement competition rules .................................................................................................................... 51

7.3 Overview of the Competition and Markets Authority approval process ....... 52

7.4 Competition between the trusts ................................................................... 53

8. Proposed programme management arrangements ......................... 54

8.1 Capability and capacity ............................................................................... 54

8.2 Programme governance and management arrangements .......................... 55

8.3 Completion of due diligence ........................................................................ 58

8.4 Stakeholder engagement plan and strategy ................................................ 58

8.5 Proposed timeline ....................................................................................... 59

8.6 Post-transaction arrangements ................................................................... 60

8.7 Conclusions................................................................................................. 61

9. Transaction risks and mitigations .................................................... 62

9.1 Identification of risks and challenges ........................................................... 62

9.2 Conclusions................................................................................................. 64

10. Conclusion ...................................................................................... 65

11. Appendix A – Glossary of terms ...................................................... 66

12. Appendix B – Partner organisations of both trusts .......................... 71

13. Appendix C – Draft transaction and separation principles ............... 74


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1. Introduction

This strategic case sets out the rationale for Mersey Care NHS Foundation Trust (Mersey Care) to acquire North West Boroughs Healthcare NHS Foundation Trust (North West Boroughs), and the approach to be adopted to achieve this acquisition. Both trusts strongly believe that an acquisition presents the best opportunity to ensure the provision of high quality, integrated physical and mental health services across those boroughs within the footprint of North West Boroughs. Services provided by North West Boroughs in Wigan and Greater Manchester will not be acquired by Mersey Care. Therefore, this strategic case is for the acquisition of the services and assets in Cheshire and Merseyside only.

Since September 2017, the Board of Directors and the Council of Governors at North West Boroughs have been considering the future of North West Boroughs. This consideration was based upon a growing awareness of the financial instability of the organisation and the potential significant consequences to the quality of patient services. This culminated in a number of key decisions in September 2019, at a joint meeting of the Board of Directors and Council of Governors. These decisions were: a) that North West Boroughs was not in a position to continue to operate as a stand-alone trust; b) that their portfolio of services should as much as possible as a single portfolio, be merged with, or acquired by, one or more parties; c) that Mersey Care presented the best fit across a number of key criteria for a proposed merger or acquisition. Finally, the Board of Directors and Council of Governors made a recommendation to NHS England and NHS Improvement that acquisition by Mersey Care was the best way to effect the joining together of the two trusts.

There is a strong strategic and operational rationale for North West Boroughs to be acquired by Mersey Care. The trusts believe that an acquisition will provide significant benefit both to the local health and care system, and to our service users and staff. In addition, some significant clinical sustainability and efficiency issues will be addressed. These benefits are described in some detail throughout this document.

Subject to approval by NHS England and NHS Improvement of this strategic case; Mersey Care will then proceed with the development of a business case to support this acquisition. This business case will be informed by comprehensive due diligence and will set out to provide much more detail regarding the benefits and risks associate with the acquisition.


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2. Strategic context

This section sets out the strategic context for current and future service provision, and provides an overview of the two trusts and the wider regional health and care system. By doing so, it is intended to demonstrate that there is close alignment between the overall strategic direction of the system and the proposed acquisition. The rationale for the acquisition will be further examined in section 3.

2.1 National context

The context for healthcare in England has changed significantly over recent years. People are now living longer lives, but may not live in good health, with a significant growth in the amount of people living with multiple long-term conditions.

The NHS Long Term Plan1 published in January 2019 sets out a strategy for the NHS for the next 10 years. The plan sets out the need (page 12) for the NHS to be:

“more joined-up and coordinated in its care. Breaking down traditional barriers between care institutions, teams and funding streams”;

“more proactive in the services it provides … with the move to ‘population

health management’, using predictive prevention … to better support people

to stay healthy and avoid illness complications”;

“more differentiated in its support offer to individuals … with the right

support, people of all ages can and want to take more control of how they manage their physical and mental wellbeing”.

There are currently significant resourcing pressures on the NHS. The financial challenge is significant with the NHS forecasting a deficit £0.052bn in 2019/20. A new funding settlement in June 2018 promised NHS England’s revenue funding

would grow by an average of 3.4% in real terms per year over the next five years, delivering a real term increase of £20.5 billion by 2023/24 (The NHS Long Term Plan page 100); however, there is still a considerable need for efficiencies and savings to be found in order to meet the aim stated in The NHS Long Term Plan of all NHS organisations being in balance by 2023/24 (page 101).

There is also currently a national shortage of clinical staff within the NHS. The number of vacancies is described by The NHS Long Term Plan as “unsustainable”

(page 78), with the largest number within nursing. A significant percentage of vacancies are within community and mental health contexts. Nationally trusts are experiencing difficulties in both recruiting and retaining staff, and this is exacerbated

1 NHS (2019) The NHS Long Term Plan. https://www.longtermplan.nhs.uk/wp-content/uploads/2019/01/nhs-long-term-plan-june-2019.pdf


https://www.longtermplan.nhs.uk/wp-content/uploads/2019/01/nhs-long-term-plan-june-2019.pdf

https://www.longtermplan.nhs.uk/wp-content/uploads/2019/01/nhs-long-term-plan-june-2019.pdf

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by a significant proportion of the workforce reaching retirement age within the next few years.

An Interim NHS People Plan2 was published in June 2019, outlining actions needed to “make the NHS the best place to work” (page 4) and setting out a vision for the NHS workforce over the next 10 years to support The NHS Long Term Plan. The Interim NHS People Plan describes the need to have “different people in different

professions working in different ways”, and to transform the ways in which

multidisciplinary staff work together (page 2). New roles will be developed, including introducing more nursing associates who will provide support to registered nurses and allow them to focus upon more complex clinical duties (page 40).

The NHS Patient Safety Strategy3 published in July 2019 states that the NHS should build on two foundations, a “patient safety culture” and a “patient safety system”, in

order to achieve the NHS’s vision to “continuously improve patient safety”. The

strategy identified three strategic aims to support the development of these foundations (page 4):

Insight – “improving understanding of safety by drawing intelligence from

multiple sources of patient safety information”

Involvement – “equipping patients, staff and partners with the skills and

opportunities to improve patient safety throughout the whole system”;

Improvement – “designing and supporting programmes that deliver effective

and sustainable change in the most important areas”.

Lord Carter’s 2016 review of operational productivity in mental health and community health services4 outlined “critical and unwarranted variations in all key resource areas” (page 1). The review identified four key areas where improvements should be made (pages 1-2): staff; contract specification; technology; and delivery.

An acquisition of North West Boroughs by Mersey Care will provide, due to the scale of the enlarged organisation, an enhanced opportunity to address many of the challenges inherent within The NHS Long-Term Plan, the Interim NHS People Plan, The NHS Patient Safety Strategy and Lord Carter’s recommendations. In particular, the ability of the enlarged organisation to be more joined up and coordinated in its care will, in our view, be a real benefit. This will be described in more detail in section 3.

2 NHS (2019) Interim NHS People Plan. https://www.longtermplan.nhs.uk/wp-content/uploads/2019/05/Interim-NHS-People-Plan_June2019.pdf 3 NHS England and NHS Improvement (2019) The NHS Patient Safety Strategy: Safer culture, safer systems, safer patients.

https://improvement.nhs.uk/documents/5472/190708_Patient_Safety_Strategy_for_website_v4.pdf 4 Carter (2016) NHS operational productivity: unwarranted variations Mental health services Community health services. https://improvement.nhs.uk/documents/2818/20180524_NHS_operational_productivity_-_Unwarranted_variations_-_Mental_....pdf


https://www.longtermplan.nhs.uk/wp-content/uploads/2019/05/Interim-NHS-People-Plan_June2019.pdf

https://improvement.nhs.uk/documents/5472/190708_Patient_Safety_Strategy_for_website_v4.pdf

https://improvement.nhs.uk/documents/2818/20180524_NHS_operational_productivity_-_Unwarranted_variations_-_Mental_....pdf

https://improvement.nhs.uk/documents/2818/20180524_NHS_operational_productivity_-_Unwarranted_variations_-_Mental_....pdf

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2.2 Local context

The current footprints of both Mersey Care and North West Boroughs are spread across the North West region of England. The trusts provide services within the areas of all three integrated care systems within the region, and are commissioned by a variety of clinical commissioning groups, local authorities and other organisations.

Outlined below is a description of the three integrated care systems.

2.2.1 Integrated care systems

In 2016, sustainability and transformation partnerships were established across England with the aim of bringing together local authorities, clinical commissioning groups and healthcare providers, in order to plan for the long-term health and care needs of local communities.

In the North West, sustainability and transformation partnerships have evolved into integrated care systems, including Cheshire and Merseyside Health and Care Partnership, Greater Manchester Health and Social Care Partnership and Healthier Lancashire and South Cumbria.

Cheshire and Merseyside Health and Care Partnership

Covering a population of 2.6 million, Cheshire and Merseyside Health and Care Partnership comprises nine local authorities, 12 clinical commissioning groups and 20 NHS providers, including both Mersey Care and North West Boroughs.

The footprint of the Partnership is shown within the orange boundary in Figure 1.


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Figure 1: Footprint of Cheshire and Merseyside Health and Care Partnership

Cheshire and Merseyside is a diverse area with a range of challenges for healthcare providers. Approximately 32% of the population live within the most deprived areas, and there is a higher than average number of people aged over 75 years. An increasing amount of people are living with multiple long-term conditions. There is also an increase in illnesses caused by smoking, drinking and obesity.

The Partnership was established as the ‘system manager’ to confront the health and

care challenges in Cheshire and Merseyside of population health, the quality of care, and increasing financial pressures.

Cheshire and Merseyside Health and Care Partnership’s Our Business Plan 2018-

195 states (page 5) that:

“A growing number of people with multiple problems receive care that is

fragmented, confusing, or leads to wasteful duplication. Many people are

treated in hospital when their needs could be better met in primary care or the

5 Health & Care Partnership for Cheshire & Merseyside (2018) Our Business Plan 2018-19. https://www.cheshireandmerseysidepartnership.co.uk/news-and-publications/publications/2-c-m-business-plan-2018-19/file


https://www.cheshireandmerseysidepartnership.co.uk/news-and-publications/publications/2-c-m-business-plan-2018-19/file

https://www.cheshireandmerseysidepartnership.co.uk/news-and-publications/publications/2-c-m-business-plan-2018-19/file

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community. There is too little co-ordination between NHS services, local

authority services and the voluntary sector to provide care which meets

modern standards and reduces variations in quality.

We have been spending more on health and care services than we can afford

in an increasingly inefficient way as a result of short term firefighting to meet

growing demand, and a competitive rather than collaborative approach to

provision.”

To deliver its vision for 2020/21, the Partnership has identified three priorities, outlined in Our Business Plan 2018-19, that will create the sustainable health and care system the population of Cheshire and Merseyside requires:

delivering care more efficiently; improving the quality of care; improving the health and care of the population.

The Partnership has a focus on the delivery of ‘place-based’ care at 30-50,000 population level and has also established five strategic programmes and a number of ‘at scale’ programmes.

The proposed acquisition of North West Boroughs by Mersey Care will support the delivery of the Partnership’s system-wide aims. Reducing the number of providers will enhance the level of coordination between NHS services, local authority services and the voluntary sector, which in turn will help to deliver care more efficiently and improve the quality of care.

Greater Manchester Health and Social Care Partnership

Greater Manchester Health and Social Care Partnership was established in February 2015 following a landmark agreement between the 33 NHS organisations and local authorities in Greater Manchester with the government to take charge of health and social care spending and decisions in the Greater Manchester region, covering 2.8 million people.

North West Boroughs is an active partner in the devolved Greater Manchester Health and Social Care Partnership for services delivered in Wigan, Bolton and a small number of services delivered across Greater Manchester (Figure 2) either as a single provider or in partnership with other mental health and community trusts, including a range of other providers such as Greater Manchester Police, University of Salford and MITIE Care and Custody Services.


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Figure 2: Footprint of Greater Manchester Health and Social Care Partners hip (within the orange boundary)

Greater Manchester has a number of longstanding population health challenges. Over 1 million people (36.3% of the population) live in areas among the 20% most deprived in England. Life expectancy within the region is nearly two years below the national average.6

The aim of the Partnership is to improve the health and wellbeing of the 2.8 million people living in Greater Manchester as much and as quickly as possible by:

Helping people to better manage their own health; Providing more joined up care near where people live; Working together across hospitals and practices, to share skills and

specialist treatment; Doing things more efficiently and to the same high standards across all

boroughs.7

In developing this strategic case, it is acknowledged that Wigan mental health services, which are currently provided by North West Boroughs, sit within the geographical footprint of the Greater Manchester Health and Social Care Partnership. As described in section 1, this strategic case is for the acquisition of

6 Greater Manchester Health and Social Care Partnership (2019) Transforming the health of our population in Greater Manchester: progress and next steps. https://www.gmhsc.org.uk/wp-content/uploads/2019/08/GMHSCP-Population-Health-Plan-FINAL-1.pdf 7 Greater Manchester Health and Social Care Partnership website. https://www.gmhsc.org.uk/our-plans/


https://www.gmhsc.org.uk/wp-content/uploads/2019/08/GMHSCP-Population-Health-Plan-FINAL-1.pdf

https://www.gmhsc.org.uk/our-plans/

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services within Cheshire and Merseyside, and therefore these services will not be part of an acquisition of North West Boroughs by Mersey Care.

Healthier Lancashire and South Cumbria

The Healthier Lancashire and South Cumbria system covers a region made up of five local areas (Central Lancashire, West Lancashire, Pennine Lancashire, Fylde Coast, and Morecambe Bay). It comprises of 8 clinical commissioning groups, 5 NHS providers, and 4 local authorities. The system covers a population of around 1.8 million and the region is diverse, with areas of differing geographies and local challenges (Figure 3).

Figure 3: Footprint of Healthier Lancashire and South Cumbria

One in six neighbourhoods within Lancashire, and one in 10 within Cumbria are in the most deprived decile nationally, with between 12% and 38% of children in poverty (against a national average of 30%). Life expectancy within the region is below the national average, and there is considerable variation in healthy life expectancy across the region, with some areas just 46.5 years compared to an


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expected state pension age of 68 years for children born today. A significant number of people (21,442) have five or more long term health conditions. Suicide rates within the region are significantly higher than the national average, as are the prevalence of common mental health disorders. Approximately 40% of ill-health in the region is caused by smoking, physical inactivity, obesity and substance misuse.8

The stated ambitions9 of Healthier Lancashire and South Cumbria are:

We will have healthy communities; We will have high quality and efficient services; We will have a health and care system that works for everyone, including our

staff.

The acquisition of North West Boroughs by Mersey Care will not have a significant impact upon the delivery of services within the Healthier Lancashire and South Cumbria integrated care system.

2.2.2 Place-based systems

Place-based systems of care are responsible for all people living within a given area, bringing organisations together around the population they serve and avoiding fragmentation of services. Provider alliances are potentially the platform to support the development of these place-based integrated care systems, by allowing providers to work together to deliver care by agreeing to collaborate rather than compete.

Similar challenges exist within each of the systems in which the two trusts operate, mainly in relation to increasing demand, financially challenged systems and a drive to move activity delivered in acute hospital settings into the community. Both Mersey Care and North West Boroughs are committed to the development of place-based systems through involvement in health and wellbeing boards, place boards or provider alliances.

Outlined below is an overview of the place-based systems currently in operation in which both Mersey Care and North West Boroughs participate.

Mersey Care – Liverpool and Sefton

Mersey Care has been instrumental in bringing together organisations to create the Liverpool Provider Alliance and Sefton Provider Alliance, which were established in November 2017 and February 2018 respectively. These Alliances bring together health, social care, third sector and housing providers to use our collective resources 8 Healthier Lancashire and South Cumbria website. https://www.healthierlsc.co.uk/Change 9 Healthier Lancashire and South Cumbria (2019) Our next steps. https://www.healthierlsc.co.uk/application/files/9115/6098/4299/StrategicNarrative_revision_Boardversion260419.pdf


https://www.healthierlsc.co.uk/Change

https://www.healthierlsc.co.uk/application/files/9115/6098/4299/StrategicNarrative_revision_Boardversion260419.pdf

https://www.healthierlsc.co.uk/application/files/9115/6098/4299/StrategicNarrative_revision_Boardversion260419.pdf

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to deliver new, integrated models of care designed to improve the health and wellbeing of our communities.

Leadership of the provider alliances followed the acquisition of community services in Liverpool and South Sefton, whereby Mersey Care became responsible for delivery of both physical and mental health services across these areas and continues to deliver mental health services in Southport and Formby. Provider alliance plans are instrumental in the delivery of those services.

Liverpool Provider Alliance is a key partnership supporting delivery of the One Liverpool Plan, which has set a vision for a ‘healthier, happier, fairer Liverpool for all’

overseen by the Liverpool Integrated Care Partnership Group, of which Mersey Care is a member. The Liverpool Provider Alliance is currently in the process of agreeing an Alliance Agreement for the transformation and better integration of health and care services in support of delivering One Liverpool.

The Sefton Provider Alliance has agreed a strategy for 2019/20, Sefton2gether, Shaping Sefton II, and is in the process of developing a charter which all members will sign up to. There will be a memorandum of understanding developed between NHS Partners that other members will join as the Alliance matures.

In both Liverpool and Sefton, Mersey Care is aligning community mental and physical health services to neighbourhoods formed at primary care network level (30-50,000 population level) to support the delivery of a ‘One Team’ approach for

proactive, integrated care.

North West Boroughs – Halton, Knowsley, St Helens, Warrington, Wigan & Greater Manchester

North West Boroughs contributed to the development of place-based plans through its involvement in health and wellbeing boards, place boards or provider alliances. North West Boroughs has also been involved in the creation of the two system level plans through the Greater Manchester Provider Federation Board and the Cheshire and Merseyside System Management Board.

In Halton, North West Boroughs is working with partners to support the delivery of the One Halton Health and Wellbeing Strategy 2017-2022, which aims to realise the vision of, “working together to improve the health and wellbeing of the people of Halton so they live longer, healthier and happier lives”.

North West Boroughs is collaborating to support the Knowsley Health and Social Care Transformation Plan with its vision to ensure: “care services will be commissioned and be provided in the most appropriate place, tailored to the people who need them and available when they need them”. It is working in line with the

Knowsley Better Together way of working (joined up working with partners and residents), with a particular focus on children, young people and families.


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North West Boroughs is working in partnership to deliver St Helens Cares, the operating model for health and social care in St Helens. The borough plan aims to move towards a system in St Helens that provides the best possible health and care provision within the resources available for the population of St Helens and to bring the system back into financial balance by 2023/2024. The St Helens Cares system is regarded as one of the pacesetters across the Cheshire and Merseyside health and care system in relation to the progress that is being made to move towards a more joined up and integrated way of working. NHS St Helens Clinical Commissioning Group has identified St Helens and Knowsley Teaching Hospitals NHS Foundation Trust as the Lead Provider for the St Helens system.

The Warrington Together Place based plan for 2019-2024 builds on the ambition of the Warrington Health and Wellbeing Strategy with a vision that: “Together, we will enable the people of Warrington to enjoy happier and healthier lives by transforming the way we use our collective resources”.

As described in section 1, this strategic case is for the acquisition of the services within Cheshire and Merseyside, and therefore services delivered by North West Boroughs in Wigan and Greater Manchester will not be part of an acquisition of North West Boroughs by Mersey Care.

Following the acquisition, an enlarged Mersey Care is committed to continuing to work within these place-based systems. Collaboration will be built into the enlarged organisation, which will be better placed to support the development of these systems.

2.2.3 Clinical commissioning group mergers

Across England, clinical commissioning groups (CCGs) are reviewing how they can strengthen collaborative working arrangements, leading to many groups forming new configurations, including formal merger. This trend has gathered pace in light of The

NHS Long Term Plan, which set out expectations for streamlined commissioning functions over larger geographical footprints. In addition, there is a requirement for clinical commissioning groups to achieve a 20% reduction in running costs. The primary rationale for these mergers are for commissioning to have greater impact in improving health and wellbeing for the population and to facilitate improvements in quality and people’s experiences of health services.

This sub-section summarises the situation in relation to two planned mergers of clinical commissioning groups, namely the North Mersey Clinical Commissioning Group merger and the Mid Mersey Clinical Commissioning Group merger.

North Mersey Clinical Commissioning Group merger

The four North Mersey clinical commissioning groups, NHS Knowsley Clinical Commissioning Group, NHS Liverpool Clinical Commissioning Group, NHS


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Southport and Formby Clinical Commissioning Group and NHS South Sefton Clinical Commissioning Group, have a long history of collaboration, with the majority of services they commission provided by the same NHS trusts for their combined registered population, including both Mersey Care and North West Boroughs.

It is therefore in the interest of both trusts, and the enlarged Mersey Care following an acquisition, to have in situ a single combined North Mersey Clinical Commissioning Group. Conversely, it is also in the interest of a new North Mersey Clinical Commissioning Group to have a smaller number of providers within the parameters of the group. This will simplify commissioning and allow opportunities for improvement in service provision to be more easily pursued without having to engage in multiple negotiations.

Outlined in Figure 4 is a map illustrating the future composition of the single North Mersey Clinical Commissioning Group.

Figure 4: Footprint of the planned North Mersey Clinical Commissioning Group

A steering group has been established to oversee the application to NHS England and NHS Improvement by September 2020 to merge the four North Mersey clinical commissioning groups on 1 April 2021.

Mid Mersey Clinical Commissioning Group merger


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The three Mid Mersey clinical commissioning groups, NHS Warrington Clinical Commissioning Group, NHS St Helens Clinical Commissioning Group, and NHS Halton Clinical Commissioning Group, have a long history of collaboration, with the majority of services they commission provided by the same NHS trusts for their combined registered population, including North West Boroughs.

It is therefore in the interest of the patients that use the services of North West Boroughs, and of the enlarged Mersey Care following an acquisition, to have in situ a single commissioner, a Mid Mersey Clinical Commissioning Group. Conversely, it is also in the interest of a new Mid Mersey Clinical Commissioning Group to have a smaller number of providers within the parameters of the group. This will simplify commissioning providing support for integrated commissioning and primary care networks in each borough, allow opportunities for improvement in service provision to be more easily pursued without having to engage in multiple negotiations.

Outlined in Figure 5 is a map illustrating the future composition of a single Mid Mersey Clinical Commissioning Group.

Figure 5: Footprint of the planned Mid Mersey Clinical Commissioning Group


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2.3 Overview of the two trusts

2.3.1 Mersey Care NHS Foundation Trust

Mersey Care delivers a range of health services across a population of more than 11 million. Mersey Care employs close to 8,000 staff.

Mersey Care provides specialist inpatient and community services that support mental health, learning disabilities, addictions, brain injuries and physical health. Mersey Care is also one of only three trusts in the UK that offer high secure mental health facilities.

Mersey Care is currently contracted to provide a range of services by a wide variety of commissioners across Merseyside and the wider north west of England, including NHS commissioners and local authorities. Local mental health services are commissioned by NHS Liverpool Clinical Commissioning Group, NHS South Sefton Clinical Commissioning Group, NHS Southport and Formby Clinical Commissioning Group and NHS Knowsley Clinical Commissioning Group. Physical health services are commissioned by NHS Liverpool Clinical Commissioning Group, NHS South Sefton Clinical Commissioning Group and both Liverpool and Sefton local authorities. High, medium and low secure services are contracted by NHS England, and in respect of high secure services, NHS Wales.

Mersey Care’s vision is to strive for ‘perfect care’ for the people it serves. This means that as an organisation, Mersey Care will not accept compromises in the quality of care or minimum targets set by others. The principles of quality, recovery and well-being underpin all service provision. The Trust also strives for a ‘just

culture’, putting an equal emphasis on accountability and learning. Mersey Care’s

strategic objectives are shown in the ‘strategic wheel’ (Figure 6).

Figure 6: Mersey Care’s strategic wheel.


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Mersey Care underwent a comprehensive Care Quality Commission inspection in 2015 and was re-inspected in October 2017 and December 2018, each time obtaining an overall rating of ‘Good’.10 In the most recent inspection, the rating for the well led domain was improved from ‘Good’ to ‘Outstanding’, and the rating for Safe was raised from ‘Requires improvement’ to ‘Good’ (Table 1).

Table 1: Care Quality Commission ratings for Mersey Care, inspection dated 30 October 2018 to 20 December 2018. Report published 5 April 2019.

Safe Effective Caring Responsive Well Led Overall Good Good Good Good Outstanding Good

Services are delivered through three clinical divisions, supported by a corporate services division. The three clinical divisions are:

Secure and Specialist Learning Disabilities Division – all secure mental health services and specialist learning disability services;

Local Division – non-secure inpatient and community mental health services;

10 Care Quality Commission (2019) Mersey Care NHS Foundation Trust: Inspection report

https://www.cqc.org.uk/sites/default/files/new_reports/AAAJ0888.pdf



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Community Division – community physical health services.

It is intended that Local and Community divisions will merge into a single division in 2020.

Mersey Care’s annual income is £397 million and the Trust is forecasting a surplus

of £5.9 million in 2019/20; this includes non-recurrent Provider Sustainability Funding of £3.7 million. Mersey Care increased its surplus by £0.6 million to support North West Boroughs’ achievement of their control total. Mersey Care has a use of

resource rating of 1.

2.3.2 North West Boroughs Healthcare NHS Foundation Trust

North West Boroughs delivers a range of health services across a population of more than 3.5 million people within Cheshire, Merseyside and Greater Manchester. North West Boroughs employs almost 4,000 staff.

North West Boroughs provides specialist inpatient and community services that support mental health, learning disabilities and physical health ranging from perinatal services through to services for older people. North West Boroughs also provides specialist inpatient services and services for people with vulnerabilities within the criminal justice system.

North West Boroughs is currently contracted to provide a range of services by a wide variety of commissioners across Cheshire, Merseyside and Greater Manchester, including NHS commissioners and local authorities. The main commissioners for community physical health and mental health services are NHS Wigan Borough Clinical Commissioning Group, NHS St Helens Clinical Commissioning Group, NHS Knowsley Clinical Commissioning Group, NHS Warrington Clinical Commissioning Group, NHS Halton Clinical Commissioning Group, and the Knowsley, St Helens and Sefton local authorities. Low secure services are contracted by NHS England.

North West Boroughs’ vision is to improve the wellbeing of the communities it serves, in order to make a positive difference throughout people’s lives. This is underpinned by the Trust’s strategy which supports the delivery of integrated mental

health and community services and is achieved by delivering these services directly or by working in partnership with providers to ensure integrated, person centred care. North West Boroughs’ six strategic priorities are detailed in Figure 7.

All of the trust’s services are delivered through place-based borough management teams.

Figure 7: North West Boroughs’ strategic priorities.


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Between 21 October to 26 November 2019, the Care Quality Commission conducted a comprehensive inspection of North West Boroughs, specifically looking at wards for older people with mental health problems; wards for people with learning disabilities or autism; forensic inpatient/secure wards; mental health crisis services and health-based places of safety; and specialist community mental health services for children and young people. The Trust received an overall rating of ‘Good’ from

the Care Quality Commission (Table 2)11. Table 2: Care Quality Commission ratings for North West Boroughs, inspection dated 21 October to 25 November 2019. Report published 20 February 2020.

Safe Effective Caring Responsive Well Led Overall Good Good Good Good Good Good

In 2019/20, the Trust’s annual turnover was £203.0 million and it achieved a surplus of £84,000. This is the unaudited year-end position. The Trust delivered a £5.1 million cost improvement programme for 2019/20 and has spent £3.4 million of capital during the year. In 2019/20, the Trust ended the year with a cash balance of £4.4 million. Based on the five financial domains, the use of resource rating for North West Boroughs is 3.

2.3.3 Comparison of current service provision

Mersey Care and North West Boroughs deliver similar services across neighbouring geographies. Both trusts deliver services in the borough of Knowsley, with North West Boroughs providing all mental health and physical community services to the borough, apart from in Kirkby where the main mental health services are delivered by Mersey Care (IAPT is delivered by North West Boroughs across the entirety of Knowsley). Both trusts deliver the range of community physical health services across the borough of Sefton.

11 Care Quality Commission (2019) North West Boroughs Healthcare NHS Foundation Trust: Inspection report https://www.cqc.org.uk/sites/default/files/new_reports/AAAJ7336.pdf



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Both trusts are key players in the evolving integrated care organisations more commonly known as place-based systems across Halton, Knowsley, Liverpool, Sefton, St Helens, and Warrington, which are coterminous with the Liverpool City Region. North West Boroughs is also actively involved in Wigan place-based system and more broadly across the wider Greater Manchester Combined Authority area.

The table below outlines the current services delivered by both trusts and the small number of services delivered just by one trust. As can be seen from Table 3, both trusts deliver broadly the same services.

Table 3: Comparison of services provided by North West Boroughs and Mersey Care

North West Boroughs Healthcare NHS Foundation Trust

Mersey Care NHS Foundation Trust

Community physical health services

Adult mental health inpatient and community services

Adult inpatient low secure mental health and learning disability services

Adult community and inpatient learning disability services

Older adults inpatient and community services

Adult inpatient high and medium secure mental health and learning disability services

Community child and adolescent mental health services

Specialist community perinatal mental health services

Specialist community children’s and adults eating disorder services

Criminal justice liaison and diversion services

Children’s 0-19 services (Healthy Child Programme)

District nursing services

Intermediate care services

Urgent care and walk-in centre services Mersey Care currently sub-contract a number of physical health community services in Sefton to North West Boroughs, including looked after children’s services, walk-in centres and phlebotomy.

In addition to delivering services, Mersey Care and North West Boroughs also share some partner organisations. Appendix B shows a comparison between partner organisations of both trusts.


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2.4 Existing collaboration between the trusts

Mersey Care and North West Boroughs currently work closely together and have developed a strong sense of collaboration at both managerial and clinical levels.

The two trusts collaborated on a joint bid in 2017 for the South Sefton and Liverpool community physical healthcare bundles, provided by the former Liverpool Community Health NHS Trust. This formal collaboration resulted in Mersey Care being awarded the contract for the South Sefton services from June 2017, with North West Boroughs providing the Litherland Walk-In Centre and phlebotomy services as a sub-contractor. The two trusts were unsuccessful for their bid for the Liverpool services. Subsequently Mersey Care bid separately and successfully for these Liverpool services and acquired theses services and the former Liverpool Community Health NHS Trust from April 2018.

The two trusts have also partnered on PROSPECT, a collaboration to improve the commissioning and delivery of low and medium secure mental health services for the people of Cheshire and Merseyside. Within PROSPECT, clinicians from a number of organisations, including both Mersey Care and North West Boroughs, have come together to develop consistent ‘care bundles’, outlining a consistent therapeutic officer to deliver good quality care and support across in-patient services in Cheshire and Merseyside. As part of PROSPECT’s work, a formal clinical network has also

been created with clinicians across the system working together to share best practice and to peer support delivery of clinical pathways. North West Boroughs currently takes a lead role in the co-ordination of the clinical network.

In 2017, the Cheshire and Merseyside Specialist Perinatal Mental Health Service was established following successfully bidding for perinatal mental health community service development funding from NHS England. The service is delivered in partnership between Mersey Care, North West Boroughs and Cheshire and Wirral Partnership NHS Foundation Trust. The service comprises of three specialist perinatal teams operating across the three trust footprints. The service has been responsible for 20% of the national increase in the number of women seen by specialist perinatal services. Significant progress has been made in creating sustainability in the wider system through the delivery of training, and in-reach to a broad range of professionals including general practitioners, hospital teams, Improving Access to Psychological Therapies (IAPT) staff, midwives and mental health and social care staff.

In July 2019, the Cheshire and Merseyside Health and Care Partnership submitted a proposed vision and model for community mental health crisis care to NHS England and NHS Improvement. This model was developed in collaboration between Mersey Care, North West Boroughs, Cheshire and Wirral Partnership NHS Foundation Trust, and local clinical commissioning groups. The vision is for a single model for community mental health crisis care with crisis resolution and home treatment


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functions to be implemented and delivered consistently across the geographical area of the Health and Care Partnership. It is intended that this will standardise clinical practice, and provide the best opportunity for service users to be supported appropriately in the least restrictive way and within their home environment. The model was approved by NHS England and NHS Improvement, and transformation funding has been secured to implement the vision and model across Cheshire and Merseyside by 31 March 2021.

2.4.1 Establishment of a partnering arrangement

In November 2019, a partnering agreement was signed between the two trusts, to move towards the establishment of more collaborative delivery of certain services for the populations they serve. Three initial areas of opportunity were identified for joint working:

Non-clinical services; Clinical services; Bidding for tenders and contracts.

These areas are being explored not only to provide greater efficiencies, but as an opportunity to develop workforce strategies to improve retention and recruitment, and to provide staff with more effective non-clinical services to support and improve patient care. A Partnering Forum has been established, with responsibility for leading this collaborative approach.

Two integrated services are being developed collaboratively as part of the partnering agreement:

Digital and informatics services – a single digital function, hosted by Mersey Care with services provided to both trusts. This initiative will increase the digital maturity score of both trusts, ensuring that technology is exploited across all care settings; allow for harmonisation of IT systems to reduce variation in quality; provide cost savings and efficiencies; and offer staff within the service greater development opportunities and increased routes for career progression.

Health and wellbeing services – the ambition is to form a single team across the two trusts. This initiative will provide opportunities for service improvement as well as efficiencies and cost savings. To date, there is a joint post which is hosted by North West Boroughs.

The establishment of the partnering arrangements and the initiatives developed to date demonstrate an appetite across the two organisations for collaborative working.


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2.5 Conclusions

The NHS is facing significant challenges both nationally and locally. Mersey Care and North West Boroughs have each recognised the need for partnership working to address these challenges, and are participating fully with local integrated care and place-based systems. The two trusts are collaborating closely with each other in a number of key areas, and have seen the benefits of closer working. It is believed that the acquisition of North West Boroughs by Mersey Care will put the enlarged organisation in a position to have a greater impact within the local health and care system, and this rationale is further described in section 3.


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3. Strategic rationale for the acquisition of North West Boroughs by Mersey Care

This section summarises the strategic rationale for the acquisition of North West Boroughs by Mersey Care, within the strategic context of service provision set out in section 2. The expected benefits and quality impact of the acquisition of North West Boroughs by Mersey Care are explored in further detail in section 5.

3.1 Strategic aims of the acquisition

As noted in section 2, the health and care systems in the North West of England are made up of multiple providers. These providers often deliver fragmented episodic care, which results in people becoming increasingly dependent on hospital-based services. Physical and mental health needs are currently addressed separately, which has created poor physical health outcomes for people with mental health problems, and poor mental health support for people with long term physical conditions. As is set out in The NHS Long-Term Plan, this system is not financially or clinically sustainable. Mersey Care and North West Boroughs believe that world-class out-of-hospital services are essential to the future sustainability of the NHS, to support people’s long-term, combined physical and mental health needs.

The bringing together of Mersey Care and North West Boroughs provides a unique opportunity to create an at-scale out-of-hospital provider of integrated physical health and mental health services.

Following acquisition, rather than continuing to run separate mental health, social care or physical community services, Mersey Care will collaborate with local place-based providers to operate within a ‘One Team’ ethos for out of hospital services,

uniting primary care, social care, community physical and mental health services and the voluntary sector to provide outstanding care in community settings. This approach will enable providers and commissioners to achieve significant allocative efficiencies by deploying existing staff and teams differently, shifting resources to more preventative interventions, and stopping those activities which fail to add value to the patient. Through the deployment of highly skilled, multi-disciplinary teams and care co-ordination, services will strengthen the mental health component of physical health care, and strengthen the physical health component of mental health care, thereby delivering high quality, patient-centred and coordinated care for people within the region.

The strategic rationale for this acquisition is based on the natural synergies between the two trusts in question. Mersey Care and North West Boroughs are well-established and stable NHS providers of community, mental health, learning disability and addictions services across Merseyside, Cheshire and Greater Manchester. Both organisations have been rated as ‘Good’ in their respective Care


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Quality Commission Inspections. Both trusts bring a strong track record of clinical service delivery and innovation across adjacent localities. They both have a strong focus on the delivery of integrated physical health and mental health care, high quality provision and a commitment to the communities they serve. Both Mersey Care and North West Boroughs have a key system leadership role in their geographies, specifically focussed on driving increased mental health and physical health integration.

3.2 Challenges faced by the trusts

In common with many parts of the NHS, Mersey Care and North West Boroughs face three significant long term challenges – demand, workforce and affordability – that will affect organisational sustainability in the longer term if they are not addressed proactively. In part, these challenges are driven by the health inequalities experienced by the populations of North Mersey served by both trusts.

Furthermore, in order to continue to secure their future sustainability, both trusts must strive to secure outstanding against all Care Quality Commission domains.

3.2.1 Clinical sustainability

Current challenges

Innovation and improvement are much needed in mental health, learning disabilities and addictions. People expect more of these services than ever before, but service providers in these areas frequently struggle to meet these expectations. This disconnection between expectations and the current service offer is a problem that must be addressed by the next generation of mental health and learning disabilities services. The sector as it is currently organised is not fit for this purpose. Meeting this challenge will require more than a technical efficiency drive, and will necessitate a more fundamental re-think of the way that services are designed, distributed and provided.

Mental health is the single largest category of expenditure within the NHS, but analysis of activity and spend data show significant underlying variation in mental health services, and significant inefficiencies driven by existing patterns of provision and the complex way in which the services are currently commissioned. There is a lack of good quality data to understand better what is of value in current mental health services, and a lack of transparency about the quality and outcomes that the service generates versus spend. Market-driven specialisation by private sector providers in recent years has driven innovation in independent-sector-dominated mental health services, such as child and adolescent mental health services (CAMHS) and secure services, but there has been a lack of innovation for


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mainstream general adult mental health services in recent years and evidence of poor-quality care.

Low numbers of people currently say that they have received appropriate care in a crisis, and there has been an increase in the number of patients placed in a bed out of area, and in poor experience of community mental health care. Bed occupancy in inpatient facilities is frequently well above recommended levels, with community services (and in particular crisis resolution and home treatment teams) often unable to provide sufficient levels of support to compensate for reductions in beds.

The competition and the fragmentation of services that have occurred in mental health as a result of the described difficulties create additional challenges. This plethora of different providers has created confusing care pathways and the absence of a shared sense of local bed capacity requirements, with many people being treated out of area in private sector placements.

Within the areas covered by both trusts, integrated care systems are developing at differing paces. Within this developing agenda there is the real potential that specialist mental health services could be fragmented, undermining the potential impact the services could have as part of a whole system approach to the health and wellbeing of communities.

Both Mersey Care and North West Boroughs are pursuing strategies to improve safety of patients in both community and inpatient settings, and have made a commitment with their respective partner organisations to a ‘zero suicide’ approach.

Furthermore, both trusts face the challenge of a relatively weak evidence base in relation to their services and difficulties in attracting external funding for innovation, research and development.

How the acquisition will address the issue of clinical sustainability: clinical excellence in mental health, learning disabilities and community services, and improving the evidence base

Both trusts are passionately committed to continuous improvement in mental health, learning disabilities and community services, and their ability to realise their improvement ambitions could be accelerated if they collaborated to create a ‘critical

mass’ of leadership, knowledge and expertise.

Both trusts are already pursuing strategies to standardise clinical practice across their services. Progress could be accelerated by clinicians from the two trusts working together to provide peer reviews and develop standardised care pathways and practice in relation to assessment, discharge and caseload management across the Cheshire and Merseyside and Greater Manchester footprints for our service lines. This approach would build upon the existing clinical collaboration in place across the organisations; e.g. within low and medium secure care through the PROSPECT new care model, and in specialist perinatal mental health services.


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True transformation in mental health, learning disabilities and community services must be advanced by organisations that have expert knowledge in these areas, as this gives them deep insight to help people realise their hopes for better health and recovery. Knowledge, expertise and insight about behaviour change and mental health is a scarce resource.

Working together, the trusts could create a critical mass of knowledge and expertise in their field, but also argue for clinical and non-clinical trials that have a stronger chance of attracting external investment and have greater potential reach.

3.2.2 Workforce

Current challenges

There are national shortages of trainee doctors, and staff grades and Associate Specialist and Speciality (SAS) doctors in certain specialties. There are also shortages of certain specialist nurses. The demands of seven-day working and other clinical standards may exacerbate recruitment challenges.

Both trusts have a workforce of highly skilled and motivated people. Resourcing of key roles of psychiatry, mental health nursing, learning disability roles and community roles is a challenge for the both trusts. Retention of key roles also remains a challenge, in particular with staff in the 2-5 years of employment, who often leave to other organisations to obtain promotional roles, within neighbouring trusts. Both trusts have sought to improve their ability to attract and retain and have made some progress in a number of professions.

North West Boroughs has observed the health and wellbeing of their workforce during the past twelve months and continues to support staff to remain healthy at work, along with a supported return to work programme once a staff member has recovered from illness. The Health and Wellbeing Programme has a broad focus which includes mental health and anxiety related illness.

How the acquisition will address the workforce challenges: combining skills and capacity

Both organisations have significant clinical and leadership capacity across a range of disciplines. The potential to share this expertise and capacity across a similar geography and across a range of similar services, provides resilience in both organisations and supports the delivery of the above-mentioned opportunities. Sharing expertise and capacity also enables both organisations to build on clinical and leadership strength and expertise in defined clinical areas such as community physical health services and low and medium secure services where both organisations bring individual expertise but by combining the expertise gain considerable strength. The sharing of capacity and skills also provides an


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opportunity to address challenges both organisations face in their delivery and transformation agendas over the next 3-5 years.

A larger organisation is likely to reduce turnover within neighbouring trusts, therefore the opportunity to have a developed talent and succession programme can be maximised to help retain staff in key professions.

3.2.3 Estates

Current challenges

The delivery of place-based integrated out-of-hospital care is dependent upon the availability of high quality fit-for-purpose community estate. The standard of community estate across the footprints served by the two trusts is variable and insufficient to deliver the scale of ambition for out of hospital care in the future. The future challenge will be to retain current budget and resources to continue to maintain sites and services.

How the acquisition will address the estates challenges: shared estate and transformation of corporate services

Both organisations are already working with their place partners to produce a shared estates blue print, and by working together the trusts have an opportunity to yield even greater efficiencies in the use of shared estate facilities at the borders of the current footprints served by the organisations.

Working together presents opportunities for improvement and associated efficiencies in corporate services including estates, through the rationalisation and pooling of corporate ‘back office’ support functions; standardisation and joint procurement of goods and services; and joint provision (with rationalisation of current service provision) of transactional services in Finance, Human Resources, and Estates and Facilities where there is a shared need across the Cheshire and Merseyside footprint. This approach will build upon the existing collaboration between the two trusts in relation to information technology, digital developments, and staff wellbeing services.

3.2.4 Information, data usage and sharing

Over the last three years, both trusts have increasingly collaborated on the digital agenda with a Joint Chief Information Officer working across both trusts since July 2017. Both trusts have recently refreshed their respective digital strategies and although both have differing levels of digital maturity, the aspirations and medium to long terms plans are consistent.


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Mersey Care is a Global Digital Exemplar, one of seven mental health trusts selected across the country where support and investment has been provided to accelerate its digital capabilities. North West Boroughs is Mersey Care’s Global Digital

Exemplar Fast Follower and has made significant progress in enhancing its digital capabilities.

The two trusts have a single Global Digital Exemplar programme team and in August 2019 the Informatics team transferred to Mersey Care to facilitate the creation of shared digital function across the two trusts.

Both trusts are striving for excellence in informatics capabilities and the reliance on informatics will significantly increase over the coming years to support the delivery of several transformation programmers in the context of reduced costs, increase workload whilst simultaneously enhancing the quality of care they provide.

Current challenges

The challenges currently facing both informatics functions are also similar in many areas, including a very demanding cost improvement programme, which has set a target of reducing its information technology spend by £2.8 million (combined total) across both trusts over a three-year period. In addition, there are number of challenges that are faced by both trusts in relation to the informatics workforce structures:

Workforce – difficulties in recruitment and retention of several roles (e.g. business intelligence developers, clinical coders);

Capacity – both trusts have ambitious digital programmes that have not necessarily been aligned with the resources required to deliver. There is also increased pressure for the Informatics function due the on-boarding of new organisations and services;

Capability – both trusts recognise the commitment and expertise that exists

within the respective informatics functions, however there are several gaps in capability required to deliver a proactive and forward-looking digital function.

How the acquisition will address issues associated with information, data usage and sharing: a single digital function

The key overall solution is to enhance and further develop the single digital function within the enlarged Mersey Care. The benefits of this include the following that are being planned and implemented:

Service improvement – increasing the digital maturity score of both trusts and ensuring that technology is exploited across all care settings to increase efficiencies, reduce costs and most importantly improving the care provided to


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patients and service users. The quality of the service must not be compromised by bringing the two functions together; rather there must be improvements to the current service offerings;

Making efficiencies – there will be an opportunity to reduce costs within the digital budget and to create efficiency opportunities, with a cost improvement programme of £2.8 million over three years;

Sustainable excellence – a combined digital service offers greater opportunities for the workforce to support a wider set of services, offers greater development opportunities and provides increased routes for career progression. The design of the shared function will be to deliver a true single service offering with a focus on excellence;

System harmonisation – where appropriate the clinical and corporate information systems will be harmonised to capture best practice and reduce variation. This will also enable efficiencies by reducing the overall number of systems and infrastructure supported;

Data and intelligence – The existing business intelligence services in both trusts currently have a lot of work to do to make information available to their respective organisations at the click of a button. Bringing together these functions offers an opportunity to reach the desired position more quickly and provides an opportunity for potential growth by marketing such services more widely;

Shared services – both trusts currently have some digital services delivered by shared service providers. There is a high degree of confidence that in reviewing these respective provisions and delivery models that both service improvements and costs benefits can be gained.

3.2.5 Financial sustainability

The NHS provider sector faces a significant challenge to continually improve care within a constrained financial envelope, whilst simultaneously dealing with increasingly acute and complex demand due to demographic factors and the impact of budget cuts in the wider health and care system.

Challenges for Mersey Care

Recurrent financial position

The trust is in a stable financial position and has always delivered breakeven or surplus. However, the trust is managing a number of financial risks. The trust has a number of vacancies, and utilises locums and agency staff. The trust’s agency usage has been consistently over the agency cap and recruitment in to medical and nursing posts continues to be a challenge. The delivery of cost improvement programmes


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also remain a challenge. In recent years, the Trust has focused on corporate areas to deliver cost improvements.

Capital investment

The Trust has an ambitious capital programme. Since 2012, the trust has invested circa £200.0 million in developing its secure and local estate. Plans for a further £114.0 million investment are being developed. The trust will need business case approvals from NHS England, NHS Improvement and the Department of Health, and will need to sell surplus assets to fund this investment.

Challenges for North West Boroughs

Financial performance up to 2018/19

The Trust has a history of consistently achieving a financial surplus of approximately £4.0 million year on year in preparation for funding the Atherleigh Park development. This includes delivery of its self-directed recurrent cost improvement programme. Over the past four years, managing the financial position of the Trust has become more challenging. There has been an underlying deficit that has been managed by a series of one-off benefits, resulting in a deteriorating recurrent income and expenditure position with the Trust reporting small surpluses and most recently planned deficits. The main areas of challenge have been underinvestment in core mental health services by commissioners to the value of £8.0 million, thereby failing to cover cost pressures and increased demand.

Financial performance 2019/20

The 2019/20 control total for the Trust was set at a deficit of £1.724 million excluding Provider Sustainability Funding. The underlying deficit for the trust was recognised by the Board of Directors as £4.850 million at budget setting, which included funding a further £1.7 million inpatient financial pressure.

The Board of Directors agreed to set an upside case budget that contained an element of risk that was quantified at £3.126 million. £475,000 was assumed as contribution on investment against the Mental Health Investment Standard (MHIS) and £2.651 million was included as savings or income from collaboration. This resulted in an increased cost improvement programme from 1.6% to 3%. The Board of Directors was very clear that these were the only assumptions that it would sign up to and should they fail to materialise it would not look to achieve alternative savings, as these would directly impact the safety of services.

The Trust achieved a surplus of £84,000 in 2019/20. This is the unaudited year-end position.

Future years


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The Board of Directors believes that the Financial Plan trajectory previously submitted to NHS Improvement, to move from a £1.724 million planned deficit position in 2019/20 to a surplus position in 2022/23, through the generation of 0.5% additional cost improvement programmes can no longer be achieved. The Board of Directors will not sign up to generate internal savings above 1.6% per annum. To do so, would adversely impact the quality and safety of services and so cannot offset the circa £5.0 million underlying deficit from 2019/20, on top of the required efficiencies, without a combination of significant investment from commissioners and/or collaboration with other providers.

Cash and capital

The new hospital build, Atherleigh Park, was completed in March 2017. This resulted in a cash balance reduction - from an opening balance of £12.0 million in April 2016, to a closing balance of £5.0 million in March 2017.

Through 2017/18 to 2018/19 the cash positon, supported through Provider Sustainability Fund receipts, increased; however due to the risks in the 2019/20 plan, in the downside scenario, the Trust required working capital loans towards the end of the financial year.

As a result of bonus Provider Sustainability Funds of approximately £1.0 million in 2018/19 the Trust did not require loans in year, and at 31 March 2020 the trust had a cash balance of £4.4m. The draft plan for 2020/21 included a requirement for distress funding from the first quarter of the financial year, but this will need to be revisited given the funding regime during the COVID-19 pandemic.

Due to reduced liquidity, the capital programme has been limited to its level of depreciation excluding any external investment. The Trust has been a Global Digital Exemplar fast follower, which has allowed some additional investment in technology through 2018/19 and 2019/20. However investment in IT will be restricted into 2020/21 and will hinder investment in schemes to deliver service improvement and the ability to ‘invest to save’.

Proposed solution: system-wide sustainability

Whilst North West Boroughs is no longer in a position to continue to operate as a stand-alone trust, the efficiencies of scale generated by the acquisition by Mersey Care will support system-wide financial sustainability in the medium to long term.

3.3 Conclusions

It is considered that overall, Mersey Care is a financially stable organisation, although it does face challenges as illustrated above. In contrast, the Board of Directors at North West Boroughs have determined that due to its current financial


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position, attempting to remain as a stand-alone entity would put at risk the Trust’s longer term financial performance, reputation and ultimately quality of care.

The following section describes the decision-making process adopted by North West Boroughs to identify Mersey Care as the preferred partner, as well as the process for deciding that North West Boroughs should be acquired by Mersey Care rather than undertaking a merger.


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4. Overview of options evaluation process adopted by North West Boroughs

This section provides an overview of the decision-making process adopted by North West Boroughs to evaluate options for the future of the Trust, and the rationale for identifying an acquisition by Mersey Care as the preferred option.

4.1 Process adopted by North West Boroughs

Discussions relating to the future strategic direction of North West Boroughs first commenced with the Board of Directors and Council of Governors in September 2017. At this time, it was recognised that over coming years the ability of the Trust to remain a safe, stand-alone organisation delivering quality services would become increasingly challenging.

In December 2018, the Board of Directors held a development workshop in which members considered the prospect of engaging in a partnership with one or more organisations, in order to add value and benefit to those people to whom North West Boroughs provides a service. This workshop was facilitated by Mike Farrar, a former Chief Executive of North West Strategic Health Authority, who stated:

“There are clearly a range of options for NWBH to consider at this initial

phase. This headline appraisal would suggest that Mersey Care NHS

Foundation Trust looks to have the potential and the inclination to enter

into discussion, but the Trust Board would need to commission a more

formal and comprehensive option appraisal at some stage before it

moves forward with a preferred option.”

A strategic options paper was presented to the Board of Directors in July 2019 by the Chief Executive, Simon Barber. As it was recognised that the composition of the Board of Directors and the Council of Governors had changed since initial discussions in September 2017 and a number of members had not been party to the full discussions, it was determined that further deliberations should take place at a joint strategy event on 10 September 2019.

This event provided an opportunity to reflect on previous discussions, consider current and future external and internal challenges and opportunities, carry out a formal options evaluation and determine the recommended preferred option for the future strategic direction of North West Boroughs.

4.2 Shortlisted options for the future of North West Boroughs

Three options for the future strategic direction of North West Boroughs were identified for evaluation:


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1. North West Boroughs to continue to operate as per the ‘status quo’, as a

stand-alone trust.

2. The Trust to be broken up over a period of time as it relinquishes contracts;

3. The Trust to merge with, or be acquired by, one or more other parties.

4.3 Evaluation of shortlisted options by North West Boroughs

The possible advantages and disadvantages of each option were considered carefully by the Board of Directors and the Council of Governors. A summary of these discussions is provided below.

1. North West Boroughs to continue to operate as per the ‘status quo’, as a stand-alone trust.

It was considered that it would be impossible for North West Boroughs to commit to a savings plan to meet the control total without compromising the quality and safety of services within the Trust. It was also considered likely that this option would lead to increasing challenges with recruitment of staff and that the reputation of the Trust would be likely to suffer.

It was therefore agreed by the Board of Directors and Council of Governors that this option is not viable.

2. The Trust to be broken up over a period of time as it relinquishes contracts.

It was acknowledged that this process would be very complicated, as North West Boroughs has multiple contracts in multiple boroughs.

It was recognised that under this option there was the potential for specialist mental health contracts to pass to acute hospitals. Those in attendance recalled such organisational arrangements some years ago and felt strongly that this structure was to the detriment of services for mental health service users.

This option would also leave significant stranded organisational costs, and it was therefore thought likely that this option would not be favoured by the regulator, NHS Improvement.

3. The Trust to merge with, or be acquired by, one or more other parties.

It was explained that this option would see the Trust follow the NHS Improvement Transaction Framework.


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The difference between vertical and horizontal integration was discussed and it was felt that vertical integration was similar to the break up by contract option and that, therefore, horizontal integration was preferred.

To explore this option in greater detail, consideration was given to those organisations with whom the Trust may merge or be acquired by.

Part of this section has been redacted from this public version of the document as it contains information which is commercial in confidence.

Information was presented for each organisation to be evaluated against the following criteria:

Financial strength, based on the year-end position 2018/2019; Quality of services, based upon the most recent CQC inspection result; Well Led, based upon the CQC rating for this domain; Geographical fit with North West Boroughs; Level of existing collaboration between the organisation and North

West Boroughs.

Discussion also took place regarding the technical differences between a merger and an acquisition. It was determined that an acquisition following Section 56A of the National Health Service Act 2006 would be less complicated than a merger, whilst achieving the same outcome for patients, services and staff.

A desk top exercise was completed by all attendees at the strategy event held in September 2019 to assess these options.

4.4 Preferred option identified by North West Boroughs

The preferred option identified at the strategy event held in September 2019 was for North West Boroughs to be acquired by Mersey Care.

It was recognised that this preferred option would:

i. Provide a financially sustainable platform for future services;

ii. Provide a strengthened workforce, with opportunities for increased recruitment, retention and flexibility;

iii. Achieve economies of scale across services, realising alignment of corporate and clinical services and opportunities to reduce variation, improve productivity and reduce operational and quality risks.

After confirmation that the Council of Governors were quorate, the Council voted unanimously to recommend to the Board of Directors and NHS Improvement that


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North West Boroughs be acquired by Mersey Care. A paper was presented to the Board of Directors on 30 September 2019, and the recommendation was given full backing by all Board members.

4.5 Follow up discussions with Mersey Care and NHS Improvement

On 30 September 2019, North West Boroughs informed NHS Improvement of the decision taken by the Board of Directors and Council of Governors to recommend that North West Boroughs be acquired by Mersey Care.

In the weeks following the strategy event, discussions took place between the Chief Executives of North West Boroughs and Mersey Care. In addition, formal discussions were initiated by the two Chief Executives with the North West regional team at NHS Improvement.

These discussions culminated in a letter of 31 October 2019 confirming that the North West NHS England/NHS Improvement Regional Management Team is supportive of Mersey Care and North West Boroughs progressing to stage one of the transaction process, and developing a strategic case for the proposed future configuration of services.

4.6 Conclusions

North West Boroughs has undertaken a thorough review of its current position and assessed the options available to the Trust in a robust and transparent manner. The decision taken was unanimously supported by both the Board of Directors and the Council of Governors.


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5. Expected benefits and quality impact

This section describes the likely benefits and opportunities which would be incurred by the acquisition of North West Boroughs by Mersey Care. These have been identified by senior managers from both organisations.

The information provided supports the strategic rationale for the acquisition, as set out in section 3.

The identified benefits have been divided into the following key areas:

Population health, clinical and patient benefits

Improving the quality of our clinical services and the care provided to patients

Benefits to the local health and care system, and to commissioners

Benefits which extend to the north west region, our commissioners and partners and the wider community

Workforce benefits Opportunities for workforce planning, recruitment and retention, and staff development

Financial benefits Enabling financial sustainability and providing opportunities to reduce expenditure or generate income

Organisational benefits

Strengthening our infrastructure and non-clinical support services

The likelihood of achieving each benefit cannot be ascertained at this stage, but will be examined following the completion of due diligence and will be detailed in the business case.

5.1 Population health, clinical and patient benefits

Opportunities have been identified for improvements to clinical service provision, patient safety and patient experience within an enlarged Mersey Care. These are outlined below.

5.1.1 Greater continuity and parity of care

The acquisition of North West Boroughs by Mersey Care would reduce the need for handover between organisations, which would lead to less disruption and greater continuity of care for patients and their families and carers. There would be an opportunity to reduce variation in clinical standards and provision, as standardised operating procedures would be in place within specific services across a significantly larger geographical area.


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Both trusts are already pursuing strategies to standardise clinical practice across their services. Progress could be accelerated by clinicians providing peer review and developing standardised care pathways and practice in relation to assessment, discharge and caseload management across a wider footprint for some service lines.

5.1.2 Improvements to patient safety

The acquisition would provide the opportunity to make improvements to patient safety, for example by sharing best practice across clinical teams.

Both trusts are currently pursuing strategies to improve the safety of patients within both community and inpatient setting; for example, making a commitment with their respective partner organisations to a ‘zero suicide’ approach. Mersey Care strives to deliver perfect care, with safe care at the foundation of this ambition. Both trusts have approached safety in many innovative ways, including strengthening quality assurance, quality control and quality improvement. This process could be accelerated by working as one team with combined outcome goals and improvement trajectories.

5.1.3 Increase to bed capacity and better utilisation of beds

Bed occupancy within inpatient mental health facilities is frequently well above recommended levels and this is recurrent within both trusts. An enlarged bed base will allow for the possible re-profiling of beds, to maximise their efficient use; for example bringing together smaller specialised units into more efficient larger units.

5.1.4 Further integration of mental and physical health services

The acquisition would provide the opportunity to further expand the biopsychosocial model across a larger footprint.

Within England, 29% of adults with a physical health condition also have a mental health condition; while 68% of adults with one or more mental health condition also have a physical health condition. Traditional models of care delivery often mean services work separately and opportunities to integrate care are missed. A co-morbid mental health problem increases the cost of long term conditions care by 45%.

Mersey Care has made significant progress in relation to the integration of physical and mental health services since the Trust acquired Liverpool and South Sefton community services. Progress to date has been made possible by these transactions as it has allowed Mersey Care to have overall control over both community physical and community mental health services. Mersey Care has ambitious plans to continue with this work. Acquiring North West Boroughs would


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allow it to further expand this model into those boroughs, such as Knowsley and St Helens, where community physical and community mental health services are already provided by North West Boroughs. In addition, as other community and mental health services are re-tendered across the various boroughs, there will be an opportunity for Mersey Care to bid for these services and to further expand this model of care.

5.1.5 Centralisation of knowledge, leadership and expertise within mental health

There is currently a lack of good quality data to understand better what is of value within mental health services. Bed occupancy in inpatient facilities within both trusts is frequently well above recommended levels, with high caseloads for our community services. It is suggested that each organisation continuing to work at their current scale will find difficult to overcome these issues. Within an enlarged Mersey Care, there would be a critical mass of knowledge, leadership, capacity and capability to drive this step change in quality.

5.1.6 Creation of larger specialised teams

Small specialised teams within each separate trust at times may feel isolated and lack peer support from practitioners working in a similar field. An enlarged Mersey Care would create the opportunity to form larger teams, enabling knowledge and skill transfer between practitioners in specialist services such as eating disorders, medium and low secure services, children’s 0-19 services and community nursing services.

Larger specialist teams would also provide the opportunity for clinical staff to sub-specialise, thereby creating a greater pool of knowledge.

5.1.7 Increased ability to provide out of hours services

An enlarged workforce would provide the opportunity to create shared rotas for out of hours services, potentially leading to an expansion of these services.

5.1.8 Enhanced opportunities to address systemic issues

There are a number of quality issues which are systemic and require solutions across the health and social care system; for example, delayed discharges. Delivery at scale across a larger geography and a larger number of services would provide the opportunity to improve system resilience and reduce duplication.


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5.2 Benefits to the local health and care system, and to commissioners

As described in section 2, both organisations deliver mental health and community services to a significant part of the North Cheshire and Merseyside geography, with North West Boroughs delivering mental health and community services in Wigan, Bolton and the wider Greater Manchester area.

Both trusts are key stakeholders in the evolving place-based integrated care systems across Halton, Warrington, St Helens, Knowsley, St Helens, Sefton and Liverpool and in a number of the Boroughs served, one of the trusts plays a lead integrator role. The trusts recognise the requirement in the planning guidance for all areas to become integrated care systems by April 2021.

The bringing together of Mersey Care and North West Boroughs provides a unique opportunity to create an at-scale out-of-hospital provider of integrated physical health and mental health services across the geographical footprint. This approach will support the aims of each of the integrated care systems and also the commissioning intentions of local commissioners through a greater focus on those segments of the population with greatest needs e.g. those who are frail, who have multiple long term conditions and complex needs and children and young people.

With the likely merging of clinical commissioning groups as described in section 2, the enlarged commissioners will welcome the establishment of provider organisations within their commissioning footprint. This will streamline the commissioning process and ultimately ensure equity of service provision.

New place-based service models will enable more efficient delivery of care, with the potential for significant allocative efficiencies as existing staff and teams are used differently, shifting resources to more preventative interventions, and stopping those activities which fail to add value to the patient.

Furthermore, the enlarged organisation will allow the opportunity for improved consistency and standardisation across the system and in turn, the delivery of continuous improvements in quality of care, along with the potential to use combined resources more effectively to improve population health.

5.3 Workforce benefits

There are likely to be significant opportunities to improve workforce planning, recruitment, retention, and staff development and training, as a consequence of the acquisition. This is due an increase in staffing numbers, particularly in those areas which have skill shortages, such as consultant psychiatry and nursing staff within secure units. These benefits are outlined below. Following the acquisition, a workforce plan will be developed for the enlarged organisation.


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5.3.1 Resourcing of key roles

Resourcing of key roles has the potential to improve; given the organisation would be the largest mental health and community trust in England, where key professions may be able to have a wide and varied career. Practically this would allow some staff groups to work in community, low, medium and high secure services to extend professional skills. As a large trust, the professional support available will be increased, due to vertical alignment, which should impact on retention for professions where the number of similar roles is low, for example speech and language therapists.

5.3.2 Enhanced staff development opportunities

Staff will have access to a broader range of employment and training opportunities within the expanded trust, which will also provide increased scale and opportunities to develop clinical expertise. Staff will be supported to develop the right skills for the future following analysis of skill and role redesign, which will help to improve career prospects and employability.

5.3.3 Expansion of the ‘just and learning’ culture

Mersey Care has been recognised nationally for work in developing implementing a ‘just and learning’ culture. The potential of resources and expertise in this area will enhance the work already implemented across North West Boroughs, to improve how staff are treated. Both trusts strongly advocate the importance of supporting and nurturing staff, and the direct benefits for patients/service users of such an approach. Expanding the ‘just and learning’ culture across former North West

Boroughs staff following the acquisition can only improve both staff and service user welfare.

5.4 Financial benefits

There will be opportunities to realise greater financial sustainability within the enlarged trust. These are summarised below.

5.4.1 Opportunities for economies of scale

Savings will be delivered through economies of scale, for example the requirement for one Board of Directors and one corporate service. Switch off costs would be delivered on acquisition. For example, North West Boroughs’ Board of Directors would no longer be required, and in addition, there would be a reduction in the number of senior posts required to manage corporate services. We have initially assessed that £2.0 million could be saved from day one of the acquisition. It is


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expected that this figure could increase when we complete the financial due diligence.

It is also expected that further savings could be realised through procurement, with the trust being able to benefit from increased volumes and greater negotiating power. Savings will be identified as we develop the business case.

5.4.2 Estates rationalisation

It is expected that savings could be realised through rationalising the enlarged organisations estate. The estate will be reviewed in detail as part of the due diligence work. Based on our previous experiences of acquiring Calderstones NHS Foundation Trust and Liverpool Community Health NHS Trust, we have estimated that savings of £2.0 million could be generated. This will be explored further in the business case.

5.4.3 Opportunity for increase in funding for research, development and innovation

Both trusts currently face difficulties in attracting external funding for innovation, research and development in mental health, learning disabilities and community services. A single combined trust could create a critical mass of knowledge and expertise in the field, but also argue for clinical and non-clinical trials that have a stronger chance of attracting external investment and have greater potential reach. This will be explored further in the business case.

5.4.4 Opportunities to grow the service offer

Any potential opportunities to grow the service offer will be explored in the business case.

5.4.5 Opportunities for increased investment as per the Mental Health Investment Standard

Mersey Care has benefited from increased investment due to the mental health investment standard and the improvements in mental health provision included within The NHS Long Term Plan. The trust would look to ensure that this investment was consistent across all its services and all commissioners. This would equate to additional investments from 2021/22. This investment would deliver the new mental health targets and address any under investment in mental health services as per The NHS Long Term Plan.


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5.5 Organisational benefits

Opportunities have been identified for improvements to infrastructure and non-clinical support services within an enlarged Mersey Care. These are outlined below.

5.5.1 Rationalisation of estate

The acquisition of North West Boroughs by Mersey Care would create an opportunity for increased rationalisation of the combined estate. Opportunities should be assessed for services to be relocated or co-located, optimising use of available space while also improving clinical quality. This would allow for the disposal of estate which is poor quality and costly to maintain, or is otherwise not fit for purpose, leading to significant reduction in running costs. Income would also be provided through the sale of freehold properties.

There would also be increased capacity and resources to invest in existing properties, or to acquire or build new ones as required, with the creation of a single overarching capital programme.

5.5.2 Increased investment in information and communications technology

An enlarged organisation will have greater financial stability, allowing for further investment in technology and in growing the digital maturity of the organisation. The acquisition will provide the opportunity to enhance and further develop the single digital solution, ensuring that technology is exploited across all care settings to increase efficiencies, reduce costs and most importantly improve the care provided to patients and service users. Where appropriate, clinical and corporate information systems will be harmonised across the enlarged trust, to capture best practice and reduce variation, as well as create efficiencies by reducing the overall number of systems supported by the Trust.

5.6 Conclusions

As illustrated above, there are a wide range of potential benefits to the acquisition of North West Boroughs by Mersey Care

It is intended that these benefits will be further explored in the business case, following the conclusion of due diligence.


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6. Financial assessment

This section outlines the current financial position of both Mersey Care and North West Boroughs. It also outlines the forecast financial impact of the enlarged organisation and the savings that could be achieved to improve financial sustainability. The section also details potential risks affecting the financial sustainability on the enlarged organisation. This section appropriately represents the views of the acquiring trust.

This section has been redacted from this public version of the document as it contains information which is commercial in confidence.


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7. Analysis of potential competition issues

This section sets out to assess any potential competition issues associated with the proposed acquisition. Legal advice has been obtained to support the content below.

The trusts consider that a notification to the Competition and Markets Authority is not required as there is currently no competition in either mental health or community health services.

7.1 Regulatory requirements

The key regulatory requirements for the acquisition are:

NHS Improvement review and approval in accordance with the Transactions

Guidance12; Compliance with Competition and Markets Authority (CMA) requirements; Care Quality Commission (CQC) registration requirements.

Only the Competition and Markets Authority regulatory requirements are considered below. NHS Improvement will review this document and, in turn, the business case. The Care Quality Commission will consider Mersey Care’s application for registration

for new services at the appropriate time.

7.2 Competition and Markets Authority and NHS Improvement competition rules

Notwithstanding proposals to remove certain competition rules from the NHS, both the Competition and Markets Authority and NHS Improvement currently continue to have jurisdiction in respect of competition matters. The Competition and Markets Authority’s jurisdiction is to review mergers and acquisitions involving NHS

foundation trusts in accordance with the Health and Social Care Act 2012.

The Competition and Markets Authority has jurisdiction to review a merger if two or more enterprises cease to be indistinct and either of the following threshold tests are met:

The UK turnover of the acquired enterprise exceeds £70 million (the “turnover

test”);

12 NHS Improvement (2007) Transactions guidance – for trusts undertaking transactions, including mergers and acquisitions https://improvement.nhs.uk/documents/1983/Transactions_guidance_2017_Final.pdf


https://improvement.nhs.uk/documents/1983/Transactions_guidance_2017_Final.pdf

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The merged enterprise supplies services which are at least 25% of those particular services supplied in the UK or in a substantial part of the UK (the “share of supply test”).

It is important to recognise the Competition and Markets Authority’s current position

in relation to NHS mergers, as set out in the case of the recent merger of Aintree University Hospital NHS Foundation Trust and Royal Liverpool and Broadgreen University Hospitals NHS Trust. Although this merger related to acute services rather than the services in question here, the analysis by the Competition and Markets Authority for permitting the merger can also be seen to apply in this scenario. The Competition and Markets Authority stated that the “continuation of the direction of

national policies combined with local factors has substantially reduced the role of

competition in organising the provision of NHS services in the Liverpool and north

Mersey area”, which refers to the direction of integrated working across healthcare providers.

NHS Improvement (Monitor) has a statutory role in respect of NHS mergers. Initially, this will be in relation to discussions on competition issues in accordance with the Transactions Guidance. Then, the Competition and Markets Authority must notify Monitor as soon as reasonably practicable where it decides to carry out an investigation of a merger involving an NHS foundation trust. Once notified, Monitor is under a duty to provide advice to the Competition and Markets Authority on benefits arising from the merger for patients and such other matters relating to the matter under investigation, as Monitor considers appropriate.

Monitor’s advice is not binding on the Competition and Markets Authority. However, the Competition and Markets Authority will place significant weight, given Monitor’s

role and expertise as sectoral regulator, on its views and opinion on relevant customer benefits of a merger.

7.3 Overview of the Competition and Markets Authority approval process

The review process is designed to examine the potential (i) adverse effects for patients and/or commissioners arising from a loss of competition and (ii) benefits of a merger for patients and commissioners.

The Competition and Markets Authority process consists of two phases:

Phase 1 – follows pre-notification discussions and lasts up to 40 working days. The Competition and Markets Authority’s test for reference will be met if

the Competition and Markets Authority has a reasonable belief, objectively justified by relevant facts, that there is a realistic prospect that the merger will lessen competition substantially. The Competition and Markets Authority will clear the merger if it is satisfied that patient benefits outweigh the adverse


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effects in relation to this lessening of competition. If the benefits do not outweigh the adverse effects then the Competition and Markets Authority will undertake an in-depth review of the Phase 2;

Phase 2 – a detailed assessment of the effects of the merger on competition. This review is generally limited to 24 weeks.

7.4 Competition between the trusts

Section 2.3 of this document sets out the current services delivered by Mersey Care and North West Boroughs, which highlights a similarity of services across neighbouring geographies.

Considering this in light of the Competition and Markets Authority’s jurisdiction tests

as described in section 7.3, the turnover test will be met because North West Boroughs’ turnover exceeds £70 million. It is likely that the share of supply test will also met on the assumption that the merged enterprise will have a share of the market of more than 25%. For this purpose it is assumed that the market is defined as the provision of integrated mental health and community services within the Cheshire and Merseyside Health and Care Partnership.

However, given the approach of the Competition and Markets Authority on the recent Liverpool hospital trusts merger, and the continued integration of services of Mersey Care and North West Boroughs, the trusts consider that a notification to the Competition and Markets Authority is not required.

The Competition and Markets Authority recognised in the Liverpool merger that the parties are public service providers that operate in a heavily regulated environment which limits the extent to which competition can affect the quality and range of health care offered, with current policies such as The NHS Long Term Plan encouraging greater levels of collaboration and collective responsibility in the provision of NHS services. The Competition and Markets Authority went on to say that continuation of national policy direction and local factors such as the use of block contracts has reduced the effectiveness of competition as a means of organising the provision of NHS services in the Liverpool area.

It is therefore likely that the Competition and Markets Authority would consider that the acquisition of the trusts would not give rise to a substantial lessening of competition in relation to the supply of services, and therefore no application to the Competition and Markets Authority is deemed necessary. If NHS Improvement, upon review of the strategic case, takes an alternative view, the trusts will respond appropriately.


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8. Proposed programme management arrangements

This section provides an overview of the transaction programme governance and management arrangements which will be implemented by the two trusts during the pre-acquisition phase. In addition, a discussion on the key post-transaction issues to be addressed will be provided, along with a commentary on how the enlarged Mersey Care will approach these issues.

8.1 Capability and capacity

Mersey Care understands the challenges of acquiring another large, complex NHS trust. This understanding is based on the experience of acquiring:

Calderstones Partnership NHS Foundation Trust (June 2016);

The ‘South Sefton Bundle’ of services from Liverpool Community Health NHS

Trust (July 2017);

The ‘Liverpool Bundle’ of services and the remaining services of Liverpool Community Health NHS Trust (April 2018).

The approach to the acquisition of North West Boroughs will be informed by the learning incurred from each of the prior three transactions, as well as by the practical, operational and deployment lessons learned and experience gained from being awarded contracts following bidding exercises for Mersey Care’s Talk

Liverpool and Ambition Sefton services.

An experienced programme management team has been established, consisting of:

Chris Lyons, Director of Corporate Transformation (Programme Director, Mersey Care);

Tracy Hill, Executive Director of Strategy & Organisational Effectiveness (Programme Director, North West Boroughs);

Ian Lythgoe, Senior Assistant Director of Finance (Finance Lead, Mersey Care);

Rachel Robinson, Communications Manager (Communications Lead, Mersey Care);

Emma Welsby, Corporate Transformation Project Manager (Mersey Care);

Hannah Hague, Assistant Programme Director (North West Boroughs);

Melissa McGowan, Project Administrator (Mersey Care).

Both Chris Lyons and Ian Lythgoe have undertaken the same roles as Programme Director and Finance Lead for the three previous transactions referred to above.


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8.2 Programme governance and management arrangements

A programme management approach will be adopted, whereby responsibilities are subdivided into cohesive work streams with dedicated teams. These teams will report into a Transaction Programme Group; which will in turn report into a joint Transaction Board.

The programme will be led by the two Chief Executives; Joe Rafferty of Mersey Care, and Simon Barber of North West Boroughs.

The diagram below shows the programme governance structure.

Figure 6: Programme governance structure

8.2.1 Transaction Board

The Transaction Board will provide strategic oversight for the transaction. It will also:

Provide effective co-ordination between the two trusts and other key stakeholders (collectively the membership of the Transaction Board);

Provide visibility of progress in the preparation of proposals for the transaction against agreed milestones and overall timelines;


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Where necessary, facilitate resolution of any disputes between parties in relation to the development of the transaction.

Its membership will include the Executive Team members from both trusts, and the joint Programme Directors. Other members will be co-opted onto the Transaction Board with the agreement of both the Chair and Vice Chair. The Transaction Board will be chaired by Joe Rafferty (Chief Executive at Mersey Care), and the Vice Chair will be Simon Barber (Chief Executive at North West Boroughs). The NHS England and NHS Improvement North West Management Team will have representation at the Transaction Board and there will also be two representatives from the Commissioner Stakeholder Forum.

8.2.2 Commissioner Stakeholder Forum

There are a number of clinical commissioning groups and local authorities who commission services from North West Boroughs, together with NHS England. A Commissioner Stakeholder Forum will be established, made up of senior representatives from each of these organisations and chaired by Joe Rafferty (Chief Executive at Mersey Care), with Simon Barber (Chief Executive at North West Boroughs) as Vice Chair. The Commissioner Stakeholder Forum will be consulted and continuously briefed in relation to the transaction and the proposals for service provision following the transaction. The Commissioner Stakeholder Forum will also have the opportunity to nominate two representatives to attend the Transaction Board.

8.2.3 Transaction Programme Group

The Transaction Programme Group will be responsible for the operational management and delivery of the programme. It will be jointly chaired by the two Programme Directors, with membership drawn from the Chairs and Vice Chairs of the eight workstreams.

8.2.4 Workstreams

Eight workstreams will be established to coordinate the transaction, as follows:

1. Corporate Governance – responsible for determining and implementing the post-transaction governance and management arrangements for the enlarged organisation. In addition, responsible for coordinating the updating of policies across the organisation;

2. Clinical Governance and Quality – responsible for reviewing clinical services to identify all issues which need to be addressed both pre and post-transaction. This will be facilitated by comprehensive quality due diligence. This work stream team


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will also feed into discussions regarding future organisational arrangements for clinical services post-transaction;

3. Workforce and Organisational Effectiveness – responsible for the functional alignment of the two workforce teams. In addition, responsible for ensuring that the workforce arrangements across the entirety of the organisation on ‘day one’

of the transaction are appropriate and have been implemented in accordance with the relevant policies and procedures. A key responsibility of this work stream will be to align the two workforces into a single cohesive workforce with a shared culture;

4. Procurement, Contracting and Finance – responsible for the functional alignment of the two finance teams. In addition, responsible for ensuring that the financial foundations for the enlarged organisation are robust and solid, and for ensuring that all contractual arrangements at North West Boroughs have been migrated across to the enlarged organisation on ‘day one’;

5. Estates and Facilities – responsible for the functional alignment of the two estates and facilities teams. In addition, responsible for ensuring that the estate continues to support the provision of clinical and non-clinical services and that the required actions to facilitate this have been implemented on ‘day one’ of the

transaction. This will include ensuring the appropriate legal and operational arrangements are in place;

6. Informatics and Performance – responsible for the functional alignment of the two Informatics and Performance teams (NB partnering arrangements are already in place). In addition, ensuring that the required information technology infrastructure and support arrangements are in place for the enlarged organisation;

7. Communications and Stakeholder Engagement – responsible for the functional alignment of the two Communications teams. In addition, responsible for overseeing all communication, both internally and externally, which is required to effect the transaction;

8. Corporate Services – responsible for the alignment of corporate services functions in their entirety across the two trusts. Whilst some of this work will be completed within some of the other work stream teams; this work stream will have overall oversight of this alignment process.

All of the workstreams will be responsible for updating policies relevant to their areas of responsibility. The overall process of updating policies will be coordinated by the Corporate Governance workstream.

Detailed integration plans will be developed by each workstream, focusing on different elements of the integration process, and outlining key objectives and criteria to measure achievement.


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The Chair of each workstream will be a senior officer from Mersey Care, supported by a Vice Chair who will be senior officer from North West Boroughs.

8.3 Completion of due diligence

Following approval of the strategic case, the programme group will commence the process of completing the business case. Completion of the business case will be informed by the completion of a comprehensive due diligence exercise. In keeping with Appendix 4 of the Transactions Guidance, this due diligence will cover the following areas:

Clinical due diligence; Human resources and pensions due diligence; Financial due diligence scope; Contract due diligence scope; Legal due diligence scope; Commercial due diligence; Estates/property due diligence; IT due diligence; Taxation due diligence; Environmental due diligence; Health and safety due diligence; Carve-out specific due diligence.

Mersey Care will utilise senior external consultancy support to help complete this due diligence. This is the same approach adopted with previous transactions, which has proven to be effective.

8.4 Stakeholder engagement plan and strategy

The strategic leadership and accountability for stakeholder engagement, and associated activities within each trust, rests with the respective Boards of Directors and the Chief Executives. The trusts have clear structures and processes in place to ensure that stakeholder engagement is clear, transparent and supports the objectives of the trusts.

As the acquiring organisation, Mersey Care’s Board of Directors requires that stakeholders be engaged and their support secured for Mersey Care’s vision, values and objectives. This supports Mersey Care to:

Promote the health and wellbeing of the local communities we serve; Account for our performance and build our reputation; Secure support for our strategic and transformation objectives.


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Engaging at an early stage is paramount, therefore the Chief Executive of North West Boroughs has agreed to facilitate introductory meetings between the Mersey Care Chief Executive and the accountable officers of the organisations Mersey Care is not yet acquainted with, to start to build and maintain effective working relationships in the future.

A schedule of meetings with the accountable officers for each of the existing North West Boroughs commissioners will begin in March 2020 to ensure that all feel involved and engaged in the proposed transaction, and so that Mersey Care can start to build and maintain effective working relationships with those organisations they are not yet acquainted with.

A joint communications workstream between Mersey Care and North West Boroughs will be established, which will bring together staff and stakeholder communications to support the transaction. Where appropriate, briefings will be shared with local NHS trusts, local authorities, general practitioners and other partners about the transition of staff and services.

A communications plan will be developed, delivered and overseen by the workstream and will form the basis for all internal and external communication and engagement by Mersey Care and North West Boroughs for the transaction. The communications teams will continue to work closely with the other programme work streams to coordinate plans and messages across the relevant channels, internally and externally where appropriate to ensure that stakeholders feel informed and engaged in the process.

8.5 Proposed timeline

Figure 7 summarises the proposed timeline with the key milestones for the transaction. The establishment of the programme management team and governance arrangements took place in January 2020. The timeline indicates the expected completion dates for both the strategic case and the business case.


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Figure 7: Proposed timeline with key milestones

Please note that timeline was created prior to the spread of COVID-19 and is subject to change. A revised timeline is not yet possible as it can only be established following the resolution of the crisis, and the return to ‘business as usual’ by the

NHS. It is unlikely that the sequencing of milestones will change; however the dates when these will occur are likely to change, and the final completion date of the acquisition may be delayed.

8.6 Post-transaction arrangements

The completion of work underpinning the business case, in particular the completion of comprehensive due diligence and the transaction and integration to be carried out by the eight workstreams, will provide answers to many of the key questions and issues to be addressed post-transaction. These will be detailed in the business case and include:

The organisational design of the enlarged Mersey Care (taking into consideration the differences in organisational design between the current Mersey Care and North West Boroughs);

The clinical governance arrangements to be implemented post-transaction;

The specific challenges associated with service delivery identified by all areas of due diligence, but in particular the clinical and financial due diligence;


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The approach to benefits realisation which will be adopted.

All of this information will feed into a post-transaction implementation plan. In the past, in relation to the acquisition of Liverpool Community Health NHS Trust by Mersey Care, a programme approach to service improvement and integration was adopted, which allowed for the clear identification of issues and challenges, the determination of appropriate solutions to address these challenges, and the monitoring of implementation by a specially-established sub-committee. It may be that a similar approach is adopted in relation to the acquisition of North West Boroughs, for an initial one-year period. Alternatively, the eight workstreams may remain in place following the acquisition date, in order to implement the post-transaction plan, as was the case during the acquisition of Calderstones NHS Foundation Trust. This will be determined once the full extent of the challenges are known, following completion of the work referred to above.

8.7 Conclusions

Mersey Care is confident that it has the capability and capacity to successfully undertake this transaction. This is based on the knowledge generated from the three previous transactions referred to in section 8.1. Mersey Care understands the range of complex issues which have to be addressed, both pre and post transaction. Mersey Care’s Board of Directors have a proven track record of carefully and

robustly scrutinising proposed transactions, in order to safeguard the future viability of the Trust and ensure that patient care is not adversely impacted.

It is also important to note that whilst North West Boroughs faces a number of financial challenges, it continues to provide high quality clinical services which have been rated ‘Good’ overall by the Care Quality Commission. North West Boroughs

will be an active partner in the acquisition process and its staff will play key roles across all workstreams. This will help to ensure a ‘safe landing’ of services to

Mersey Care once the acquisition is complete.


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9. Transaction risks and mitigations

This section describes the key risks and challenges which have been identified during the process of completing the strategic case. Also identified are mitigating actions which will be taken during the pre- and post-acquisition phases to address these issues. This is not a comprehensive risk and issue log; but is a high-level overview of the risks and challenges identified at this time. Further risks and challenges will be identified during the completion of due diligence and the transaction and integration work carried out by the eight workstreams.

9.1 Identification of risks and challenges

The risks and challenges have been identified under a number of headings:

Commissioning; Financial; Operational and service delivery; Regulatory; Reputational; Workforce.

Area Key risks identified Mitigations

Commissioning An effective ‘lockdown’ of service parameters may not be agreed/implemented during the acquisition phase, which would result in an attempt to complete an acquisition with moving boundaries. In these circumstances, the acquisition would fail and result in significant confusion, disruption to service provision and unforeseen financial costs/risks.

There is a need to agree with all relevant commissioning bodies, regulated by NHS Improvement, the parameters of the proposed acquisition. It is necessary to do this as soon as possible from the date of this strategic case, in order to allow the timetable for acquisition to be adhered to.

This risk has been redacted from this public version of the document as it contains information which is commercial in confidence. Financial Additional service transfers that

affect the financial sustainability of the acquisition.

Transaction and separation principles to be agreed by all commissioners.

Additional financial risks occur during the acquisition process.

Due diligence to be completed to provide a detailed review of the current financial position.


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Operational and service delivery

Operational delivery of services across both trusts may be disrupted during the pre-acquisition phase as resources and attention are focused on the acquisition work.

Well-resourced programme management arrangements to support operational and clinical staff will be necessary to minimise this risk.

Regulatory The Councils of Governors of one or both trusts may exercise their statutory authority and refuse approval of the significant transaction. This decision could be based on a number of concerns in relation to future financial sustainability, operational sustainability, etc.

There is a need to ensure that issues which are likely to be of concern to the Councils of Governors are robustly addressed and mitigated during the development of the business case. In addition, these issues and the approach taken need to be effectively communicated on an on-going basis to the Governors of both trusts.

The Competition and Markets Authority may rule that there are significant competition and choice issues that require full review.

Legal advice has been sought at strategic case stage and NHS Improvement have been involved in discussions, which indicate that this unlikely to be an issue. Recent NHS acquisitions and mergers have also influenced this thinking.

This risk has been redacted from this public version of the document as it contains information which is commercial in confidence. Workforce ‘Transaction fatigue’ has been

expressed by some corporate services staff within Mersey Care (in relation to previous transactions). There is a risk that undertaking a new transaction will have an adverse impact upon morale within certain teams.

On-going dialogue will take place between the programme team and the functional leads within corporate services. Workload will be monitored, and if necessary adjustments implemented.

It is possible that there will be an underestimation of the cultural differences between the two trusts, and that not enough work will be done during the pre-acquisition

Mersey Care has learnt a lot about the importance of addressing culture, values and behaviours during transactions. Mersey Care will ensure that this work is


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phase to merge the teams together.

carried out in partnership with North West Boroughs.

If staff side are not sufficiently involved in the transaction process, this may adversely affect relationships with staff and unions, and this may lead to a delay in implementation of the acquisition.

It is important to ensure that staff side representatives are kept fully informed on the process of the transaction, and to respond quickly and effectively to any concerns that they raise on behalf of staff.

9.2 Conclusions

The risks and challenges to be addressed will be fully developed as part of the business case process. This will be based on completion of comprehensive due diligence and the transaction and integration work carried out by the eight workstreams. The aim is to produce, as part of the business case, a more comprehensive listing of the risks and challenges to be addressed, along with the mitigating actions taken.


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10. Conclusion

This strategic case has set out to describe the strategic rationale supporting the acquisition of North West Boroughs by Mersey Care. We strongly advocate that the acquisition is beneficial to all stakeholders, including service users/patients, commissioning bodies, NHS Improvement and the two trusts.

We recommend approval of this strategic case by NHS Improvement and seek authority to proceed with the second phase of the regulatory process, namely completion and submission of the business case, as outlined in the Transactions Guidance. This approval will be granted on the basis that the Boards of Directors and Council of Governors of both trusts have approved submission of the strategic case.

Subject to approval of the strategic case, the following next steps will be taken:

Comprehensive due diligence will be conducted to provide assurance and to facilitate the development of a business case;

On-going consultation will be carried out with key stakeholders, including commissioners;

Business case documentation, including the long-term financial model, will be developed and submitted for approval to the Boards of Directors at each trust;

The business case will be submitted for review by NHS Improvement.


11. Appendix A – Glossary of terms

The following table explains some of the terms which have been used within the strategic case.

Term Description

0-19 services Services provided to children from birth to age 19.

Acute A service (usually inpatient) which treats patients for a specific condition for a short period of time.

Acquisition A takeover of one body by another.

Allocative efficiencies A measure of the benefit derived from distributing or investing assets in one way as opposed to another. This occurs when there is an optimal distribution of goods and services, taking into account consumer’s preferences.

Biopsychosocial An interdisciplinary model which looks at the connection between biology, psychology and socio-environmental factors and how these affect people’s health.

Board of Directors A body comprised of executive and non-executive directors, who have collective responsibility for leading and directing a foundation trust.

Business case A document which sets out the detailed assessment of a proposal for approval.

Care pathway The treatment a patient receives for a particular condition, from start to finish. This includes care provided at home, in community settings and in hospital, and services may be provided by a number of different health or social care organisations.

Care Quality Commission

The independent regulator of all health and adult social care services in England.

Care Quality Commission inspection

Regular checks on health and social care services carried out by the Care Quality Commission, to ensure that they are safe, effective, caring, responsive and well-led. Organisations and services are given one of four ratings: ‘Inadequate’, ‘Requires improvement’, ‘Good’ or ‘Outstanding’.

Clinical commissioning groups

Groups of commissioners formed by general practices, responsible for commissioning the majority of local health care services


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Commissioners Organisations which specify in detail the delivery and performance requirements of providers, including NHS trusts, and the responsibilities of each party, through legally binding contracts.

Community services Health and care services which are provided outside of hospitals or general practice; including those delivered in clinics, community centres, schools and the patient’s own home.

Co-morbid A medical condition which exists simultaneously with, and often independently of, another medical condition.

Competition and Markets Authority

A non-ministerial government department responsible for strengthening competition between businesses for the benefit of consumers.

Cost improvement programme

Plans which deliver the same or improved level of service for reduced cost, in order to generate a saving.

Council of Governors A multi-representative body which ensures that the voices of the public, patients and staff are used to inform a trust’s decisions and improve care and patient experience, and which holds the trust’s non-executive directors to account for the performance of the Board of Directors in managing the trust.

Department of Health A department of the UK government which is responsible for policy on health and adult social care matters in England, along with some elements of these matters within Wales, Scotland and Northern Ireland.

Due diligence A comprehensive appraisal undertaken of an organisation, to assess its performance.

Executive director A senior management employee who sits on a trust’s Board of Directors.

Foundation trust An NHS body established to deliver healthcare to patients, which has earned a degree of operational and financial independence.

General practitioner (GP)

A local doctor, the main point of contact for healthcare for NHS patients.

Global Digital Exemplar An internationally recognised NHS provider delivering exceptional care, efficiently, through the world-class use of digital technology and information flows; and sharing learning and experience with other trusts.

Health and care system A group of statutory and non-statutory providers cooperating to deliver improved health and care outcomes for a population. Systems operate across 3 levels:

Wider system – 1 to 3 million population


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Place – 250,000-500,000 population Neighbourhood – 30,000-50,000 population

Health and wellbeing board

A forum in which health and social care services can collaborate to understand local needs and jointly agree priorities.

Health inequalities Unfair differences in health status between different population groups; for example, differences in life expectancy.

Healthy Child Programme

A planned series of public health interventions for children and families from birth to age 19.

Inpatient A patient who is hospitalised for more than 24 hours.

Integrated care Co-ordinating care and support services (health, social and voluntary) to ensure delivery, management and organisation of effective services for defined groups of people, in order to improve health outcomes across the whole population (30,000-50,000 population level).

Integrated care system System-wide joined-up and co-ordinated health and care services which meet people’s needs and improve their experience of care.

Just and learning culture An environment in which equal emphasis is put on accountability and learning; a culture where in the event of an adverse incident, the instinct is to ask ‘what was responsible’ not ‘who is responsible’.

Learning disability A reduced intellectual ability and difficulty with everyday activities (for example, household tasks, socialising or managing money) which affects someone for their whole life.

Life expectancy An estimate of the average age to which a person born today might live.

Local authority An elected administrative body within local government, with a duty to promote the economic, social and environmental wellbeing of their geographical area.

Memorandum of understanding

An agreement between two or more parties.

Merger Bringing together two or more bodies to form a new legal entity, and disbanding the merging bodies.

Model of care An overarching design for the provision of a healthcare service.

Monitor A part of NHS Improvement, responsible for authorising and regulating NHS foundation trusts.

NHS England An executive non-departmental public body of the Department of Health, which oversees the budget,


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planning, delivery and day-to-day operation of the commissioning side of the NHS in England.

NHS Improvement A body responsible for overseeing providers of NHS-funded care.

NHS Wales The publicly funded healthcare system for Wales, which is the responsibility of the Welsh Government, providing emergency services and a range of primary, secondary, and specialist tertiary care services.

Non-executive director A director who is appointed, but not employed by a trust; they have no executive responsibilities and are responsible for vetting strategy, providing challenge and holding the executive directors to account.

Older people’s services Services for people aged over 65 years of age.

Perfect care Mersey Care’s vision is to deliver safe, timely, effective, efficient, equitable and person-centred care every time a person comes into contact with the Trust’s services.

Perinatal mental health services

Mental health services for women with mental illness, who are planning a pregnancy, are pregnant or have a baby up to one year old.

Place-based care Care delivered across population footprints of between 250,000-500,000 people.

Place-based system Providers working together to improve health and care outcomes for populations of between 250,000-500,000 people.

Place board See place-based system.

Primary care The first point of contact with the NHS for most people; this includes general practitioners, dentists, pharmacists, walk-in centres etc.

Primary care network A key part of The NHS Long-Term Plan, whereby general practices are brought together to work at scale.

PROSPECT The PROSPECT partnership is a new care model for adult secure services in the Cheshire and Mersey region. This is an active collaboration between NHS and Independent sector providers which collectively aim to implement an innovative model of service delivery with the aim of streamlining and enhancing the quality of secure care pathways.

Provider alliance See place-based system.

Provider An organisation which provides a health or care service; providing treatment to patients/service users.

Provider Sustainability Funding

National funding available to NHS providers for delivery of key targets.


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Psychiatric intensive care unit

A psychiatric inpatient ward with higher staff to patient ratios than on a normal acute admission ward.

Strategic case A document which evaluates options for change and identifies a preferred option, with an assessment of whether there will be sufficient benefits to justify further investigation of this option.

Sustainability and transformation partnerships

Partnerships formed between local authorities and NHS services to help plan and run services, and agree system-wide priorities.

Third sector Non-governmental and non-profit-making organisations or associations, including charities and voluntary groups.

Use of resource rating A financial risk rating used by the trusts’ regulators NHS Improvement and NHS England to identify any financial concerns.

‘Zero suicide’ approach Mersey Care and North West Boroughs have made a commitment to prevent suicide amongst their service users, and are working closely with NHS trusts, businesses and other partners, and members of the community, to promote awareness, provide training and empower people to drive change.


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12. Appendix B – Partner organisations of both trusts

Partners - Mersey Care Partners – North West Boroughs

Alder Hey NHS Foundation Trust

Beat Eating Disorders

Blackpool Council

Bolton NHS Foundation Trust

Bridgewater Community Healthcare NHS Foundation Trust

British Transport Police

Cheshire and Greater Manchester Community Rehabilitation Company

Cheshire Constabulary

Cheshire and Wirral Partnership NHS Foundation Trust East Lancashire Teaching Hospitals NHS Trust

Edge Hill University

First Step Trust Ltd

Granby Community MH Group

Greater Manchester Mental Health NHS Foundation Trust

Greater Manchester Police

Halton Council

Healthcare Resourcing Group Ltd

Imperial College

Intuitive Thinking Skills

Knowsley Council

Lancashire Care NHS Foundation Trust Lancashire Teaching Hospitals Foundation Trust

Leeds City Council (IPC)

Liverpool City Council Liverpool Clinical Laboratories hosted by RLBUHT

Liverpool Heart and Chest Hospital

Liverpool Mutual Homes

Liverpool Philharmonic


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Liverpool University Hospitals NHS Foundation Trust

Liverpool Womens NHS Foundation Trust

Liverpool YMCA

Mather Avenue Surgery

Mersey Care NHS Foundation Trust

Merseyrail

Merseyside Police

Ministry of Justice

MITIE Care and Custody

Music Place North West National Institute for Health Research (NIHR) Clinical Trials

National Probation Service (Merseyside)

NHS Bolton Clinical Commissioning Group NHS East Lancashire Clinical Commissioning Group

NHS England

NHS Halton Clinical Commissioning Group

NHS Knowsley Clinical Commissioning Group NHS Leeds Clinical Commissioning Group

NHS Liverpool Clinical Commissioning Group

NHS Shared Business Services

NHS South Sefton Clinical Commissioning Group

NHS Southport and Formby Clinical Commissioning Group

NHS St Helens Clinical Commissioning Group

NHS Trafford Clinical Commissioning Group

NHS Wales

NHS Warrington Clinical Commissioning Group

NHS Wirral Clinical Commissioning Group


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NHS Wigan Borough Clinical Commissioning Group

North West Ambulance Service North West Boroughs Healthcare NHS Foundation Trust

Pennine Acute Hospitals NHS Trust

Pennine Care NHS Foundation Trust

POhWER Advocacy

Sefton Citizens Advice Bureau

Sefton Metropolitan Borough Council Southport & Ormskirk Hospitals NHS Trust

Southport College

Specsellers Ltd

Spectrum Community Health CIC

St Helens and Knowsley Teaching Hospitals NHS Trust

St Helens Council

St Joseph's Family Centre

The University of Liverpool

The University of Salford

Time for Teeth Ltd

Velindre NHS Trust

Warrington and Halton Hospitals NHS Foundation Trust

Warrington Council

Wigan Council

Wrightington, Wigan and Leigh NHS Foundation Trust


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13. Appendix C – Draft transaction and separation principles


Agenda Item No: C4


Mersey Care NHS Foundation Trust Charity

Accountable Director(s): Elaine Darbyshire, Executive Director of Communications, Corporate Governance and Estates

Report Author(s): Michael Crilly, Director of Social Inclusion and Participation Andy Meadows, Trust Secretary

Alignment to Strategic Objectives:

Our Services ☐ Integrate Services ☒Improve population health ☐


Our People ☐Become an employer of choice ☐


☐Work side by side with service users and carers

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Purpose of Report: To allow members of the Board of Directors to: 1) consider a proposal for the Trust to establish its own charity – the

Mersey Care NHS Foundation Trust Charity; 2) recognise that by establishing a NHS charity the Board of

Directors, as the legal body (i.e. the Trust), becomes the corporate trustee for the charity;

3) understand the application process to the Charity Commission andthe governance arrangements that need to be established to oversee the charity.

Recommendation: The Board of Directors is asked to: 1) consider and approve the proposal to establish the Mersey Care

NHS Foundation Trust Charity in the manner described in this paper, including the establishment of a Charitable Funds Committee as a committee of the Board of Directors;

2) consider and approve the updating of paragraph 6.9, Annex 9(Standing Orders for the Practice and Procedure of the Board of Directors) of Trust’s Constitution to reflect the Board’s Committees, recommending to the Council of Governors that they also approve this change at their next meeting;

3) permit the Director of Social Inclusion and the Trust Secretary toapply to the Charity Commission to register the charity.


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Operational Performance ☐ The Trust has sought advice from its solicitors, Hill Dickinson LLP, to ensure the attached Charity Trust Deed (Appendix A) and Terms of Reference (Appendix B) meet the necessary legal requirements. Provider Licence Compliance ☐

Legal Requirements ☒

Resource Implications ☐


Are there any valid legal / regulatory reasons for discriminatory practice? ☐ ☐ ☒

If answered ‘YES’ to either question, please include a section in this report explaining why

EXECUTIVE SUMMARY

1. The proposal in this paper is the set up the Mersey Care NHS Foundation TrustCharity utilising the most common model used by foundation trusts when setting up aNHS Charity, namely the corporate trustee model through which the Board of Directorsact as the trustee for the charity on behalf of the Trust. This then allows the Board toestablish a committee to oversee the management of the charitable funds and thecharity – this would be the Charitable Funds Committee (see Appendix B).

BACKGROUND

2. The definition adopted the Charity Commission to identify an NHS Charity is that:

a) the charity is established for charitable purposes relating to the NHS;

b) the trustee arrangements have been established by the Secretary of State underNHS legislation; and

c) the individuals responsible for ensuring that trustee duties are fulfilled, areappointed by the NHS.

Should the Board agree to set up a charity on the basis outlined in this paper, this would then meet this definition of an NHS Charity.

3. The Charity Trust Deed, attached at Appendix A, is based upon a model documentfrom the Charity Commission which meets the arrangements established by theSecretary of State and NHS legislation. The Deed, which will be the proposedcharity‘s governing document, is a legal document that will work as the rulebook,including defining the:

a) charitable purposes of the proposed charity, referred to as the “objects” namely:“for charitable purposes relating to the general or specific purposes, including population health, mental health and suicide prevention, of Mersey Care NHS Foundation Trust for the benefit of users of services managed by Mersey Care NHS Foundation Trust and staff involved in the

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provision of those services, for all or any charitable purpose or purposes relating to the National Health Service.”1

b) what the charity can do to carry out its purposes, referred to as the “powers” insection D or the Deed;

c) who runs the charity, the “corporate trustee” (see below);

d) how meetings will be held:

e) whether the trustee can change the governing documents, including its charitableobjects (“amendment provisions”); and

f) how to close the charity (“dissolution provisions”).

4. The management and use of the funds held on trust by the corporate trustee generallylies with the Board of the NHS body acting as a corporate trustee. In this case, it wouldbe Mersey Care’s Board of Directors acting as a corporate trustee for the Mersey CareNHS Foundation Trust Charity. This is the most common model used for NHS trustsand foundation trusts.

5. The Board of the NHS body acting as a corporate trustee can establish a CharitableFunds Committee, to act as the corporate trustee’s agent. The Committee will managethe charitable funds and ensure at all times that the NHS Charity complies with charitylaws, regulations and guidance. Terms of reference for the Committee, which set outthe roles, duties and obligations of the Committee can be found at Appendix B.

6. It is important to clarify that in this arrangement there is only a single trustee, which isthe NHS body (in this case Mersey Care NHS Foundation Trust’s Board of Directors)that will be appointed as the corporate trustees.

7. In drafting both the Charity Trust Deed and the Terms of Reference we have beenadvised by the Trust’s solicitors, Hill Dickinson LLP.

GAPS IN ASSURANCE / NEXT STEPS

8. Should the Board approve this proposal, then an online application form will need to bemade to the Charity Commission to register the charity and we will need to provide theCommission with:

a) the governing document, the Charity Trust Deed (see Appendix A);

b) the charity name including any other names the charity may be known as;

c) the structure and purpose of the charity, e.g., a corporate trustee model for thepurpose as stated under the objects in the Charity Trust Deed;

d) the charity’s income – it will request we state the charity’s estimated gross annualincome (which will need to be over £5,000, as that is the minimum threshold toregister a charity);

e) proof of income e.g. latest annual accounts, recent bank statement or formal offerof funding – this is to show the Commission that charity will receive at least £5,000per year;

1 See section C (Objects) of the Charity Trust Deed at Appendix A.

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f) confirmation that the corporate trustee and/or the charity is registered withregulators e.g. CQC;

g) the banking details of the charity;

h) an explanation of how the charity will be funded in the future e.g. public donations,grants, charging for services, investments etc; and

i) the connection of the charity, in this case it will be to the Foundation Trust.

9. According to the Charity Commission’s website it may take up to 45 working days torespond to an application, although they do state this may be longer due to COVID-19.

10. Again if approved, further work will be undertaken to:

a) review the Trust’s Constitution, Standing Financial Instructions and the Scheme ofReservation and Delegation of Powers to ensure they properly reflect therequirements of the Trust holding charitable funds. (Please note all thesedocuments make provision for this already but we need to ensure that they meetthe latest statutory and regulatory requirements);

b) provide a briefing to the members of the Audit Committee in respect of thefinancial management of charitable funds;

c) agree the membership of the Charitable Funds Committee; and

d) arrange a briefing session for the Board on their role and responsibilities as acorporate trustee.

11. In addition the Board is asked to consider and approve updating paragraph 6.9, Annex9 (Standing Orders for the Practice and Procedure of the Board of Directors) of Trust’sConstitution to reflect the Board’s Committees, recommending to the Council ofGovernors that they also approve this change at their next meeting.

12. Finally, upon registration, we would also submit an application for membership of NHSCharities, who run NHS Charities Together, in order to be eligible for their emergencyCOVID-19 funding grants.

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THIS DECLARATION OF TRUST IS MADE the............ day of…….. 2020 by

(a) MERSEY CARE NHS FOUNDATION TRUST of V7 Building, Kings Business Park, Prescot, L34 1PJ (“the first trustee”) which consists of the board of directors of the first trustee (“the member(s)”)

WHEREAS the trustee shall hold property and assets on the trusts declared in this deed and it is contemplated that further property or assets may be paid or transferred to the trustee upon the same trusts.

NOW THIS DEED WITNESSES AS FOLLOWS:

A Administration.

The charitable trust constituted by this deed (“the Charity”) and its trust property (“the trust fund”) shall be administered and managed by the trustee under the name of MERSEY CARE NHS FOUNDATION TRUST CHARITY or by such other name as the trustee from time to time decides with the approval of the Charity Commission for England and Wales (“the Commission”).

B Trustee.

The trustee of the Charity and the trust fund shall be MERSEY CARE NHS FOUNDATION TRUST or such other trustee or trustees as may be appointed by the Secretary of State for Health and Social Care by virtue of any legislation from time to time in force.

C Objects.

The trustee shall hold the trust fund upon trust to apply the income, and at its discretion, so far as may be permissible, the capital, for charitable purposes relating to the general or specific purposes, including population health, mental health and suicide prevention, of Mersey Care NHS Foundation Trust for the benefit of users of services managed by Mersey Care NHS Foundation Trust and staff involved in the provision of those services, for all or any charitable purpose or purposes relating to the National Health Service (hereinafter referred to as “the objects”).

D Powers.

In furtherance of the objects but not otherwise the trustee may exercise any of the following powers:

1) to raise funds and invite and receive contributions: Provided that in

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raising funds the trustee shall not undertake any substantial permanent trading activity and shall conform to any relevant statutory regulations;

2) to buy, take on lease or in exchange, hire or otherwise acquire anyproperty necessary for the achievement of the objects and to maintainand equip it for use;

3) subject to any consents required by law to sell, lease or otherwisedispose of all or any part of the property comprised in the trust fund;

4) subject to any consents required by law, to borrow money and tocharge the whole or any part of the trust fund with repayment of themoney so borrowed;

5) to co-operate with other charities, voluntary and statutory authoritiesoperating in furtherance of the objects or of similar charitable purposesand to exchange information and advice with them;

6) to establish or support any charitable trusts, associations or institutionsformed for the objects or any of them;

7) to employ such staff as are necessary for the proper pursuit of theobjects and to make all reasonable and necessary provision for thepayment of pensions and superannuation to staff and theirdependants;

8) to charge against the trust fund the proportion of the cost ofadministrative overheads incurred by the trustee both in theadministration of the Charity and in the discharge of other functionswhich are attributable to the administration of the Charity;

9) to permit any investments comprised in the trust fund to be held in thename of any clearing bank, any trust corporation or any stock brokingcompany which is a member of the Stock Exchange (or any subsidiaryof such a stock broking company) as nominee for the trustee and to paysuch nominee reasonable and proper remuneration for acting as such;

10) to designate, at its discretion, particular funds out of the trust fund inorder to give effect to the wishes of any donor to the Charity or foradministrative or other purposes and power to vary and cancel suchdesignation: Provided that any such designation or variation does notpermit the use of any part of the trust fund other than for the objects ofthe Charity;

11) to accept and administer restricted funds for any purposes within theobjects of the Charity but so that any restricted funds shall be

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administered in accordance with the trusts attaching to them;

12) to transfer the trust fund or any part of the trust fund to itself as a body responsible for the maintenance of a health service hospital or provision of health services or to any other such body for or in connection with the acquisition, improvement or maintenance of any property: Provided that in making any such transfer the trustees shall have regard to:

a. any restrictions or expressed wishes of the donors as to them terms

and conditions on which such a transfer may be made; and b. the general desirability of making the transfer subject to terms and

conditions which will ensure that the property so acquired, improved or maintained will continue to be used for the purposes for which the funds were transferred;

13) to spend money on the insurance of any property comprised in the trust

fund to its full value against such perils and upon such terms as the trustee thinks fit;

14) to make regulations from time to time, within the limits of this deed, for

the management of the Charity and for the conduct of its business including the deposit of money at a bank and the custody of documents;

15) to do all such other lawful things as are necessary for the achievement

of the objects.

When exercising its powers and any obligations under this deed, the trustee must adhere to Mersey Care NHS Foundation Trust’s Standing Orders, the Standing Financial Instructions and the Scheme of Reservation and Delegation of Powers (collectively known as the Trust’s Governance Framework) as amended from time to time.

E Delegation

1) The trustee must exercise its powers at properly convened meetings

except where they have: a. delegated the exercise of the powers (either under this provision or

under any statutory provision), or b. made some other arrangements.

2) The trustee must consider from time to time whether the powers or

functions which they have delegated should continue to be delegated.

3) In addition to their statutory powers, the trustee may delegate day to

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day responsibility and management of the Charity to a committee. A committee must act in accordance with any directions given by the trustee and with any terms of reference agreed by the trustee. It must report its decisions and activities fully and promptly to the trustee. It must not incur expenditure on behalf of the charity except in accordance with a budget previously agreed by the trustee.

F Duty of care and extent of liability

When exercising any power (whether given to it by this deed, or by statute, or by any rule of law) in administering or managing the Charity, the trustee and the members must use the level of care and skill that is reasonable in the circumstances, taking into account any special knowledge or experience that it has or claims to have (‘the duty of care’). No trustee, and no one exercising powers or responsibilities that have been delegated by the trustee, shall be liable for any act or failure to act unless, in acting or in failing to act, he or she has failed to discharge the duty of care.

G Ordinary Meetings The trustee must hold at least two ordinary meetings each year. One such meeting in each year must involve the physical presence of the members who make up the trustee and who must attend the meeting. Other meetings may take such form, including videoconferencing (as set out in the Trust’s Governance Framework), as the trustee decides provided that the form chosen enables the members to see and to hear each other.

H Calling Meetings

The trustee must arrange at each of its meetings the date, time and place of the next meeting, unless such arrangements have already been made. Ordinary meetings may also be called at any time by the person elected to chair meetings of the trustee. In that case not less than fourteen days’ clear notice must be given to the other members of trustee and in accordance with the Trust’s Governance Framework.

I Special Meetings A special meeting may be called at any time by the person elected to chair meetings of the trustee or by any 2 members of the trustee. Not less than four days’ clear notice must be given to the trustee of the matters to be discussed at the meeting. However, if those matters include the appointment of a new trustee or a proposal to amend any of the trusts of this deed, not less than 21 days’ notice must be given. A special meeting may be called to take place immediately after or before an ordinary

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meeting.

J Chairing of Meetings The trustee at its first ordinary meeting in each year must elect one of its members’ to chair the meetings. The person elected shall always be eligible for re-election. If that person is not present within ten minutes after the time appointed for holding a meeting, or if no one has been elected, or if the person elected has ceased to be a member of the trustee, the trustee must choose one of the other members to chair the meeting.

The person elected to chair meetings of the trustee shall have no other additional functions or powers except those conferred by this deed or delegated to him or her by the trustee.

K Quorum 1) Subject to the following provision of this clause, no business shall be

conducted at a meeting of the trustee unless at least one-third of the total number of trustee members at the time are present throughout the meeting.

2) The trustee may make regulations specifying different quorums for

meetings dealing with different types of business.

L Voting At meetings, decisions must be made by a majority of the trustee present and voting on the question. The person chairing the meeting shall have a casting vote whether or not he or she has voted previously on the same question but no trustee member in any other circumstances shall have more than one vote.

M Conflicts of interests and conflicts of loyalties

A member must:

1) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the Charity or in any transaction or arrangement entered into by the Charity which has not been previously declared; and

2) absent himself or herself from any discussions of the trustee in which it

is possible that a conflict will arise between his or her duty to act solely in the interests of the Charity and any personal interest (including but not limited to any personal financial interest).

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Any member absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustee on the matter.

N Saving provisions

1) Subject to sub-clause (2) of this clause, all decisions of the trustee, or of a committee of the trustee, shall be valid notwithstanding the participation in any vote of a trustee member: a. who is no longer a member of the trustee; b. who has previously retired or who has been obliged by this deed to

vacate as a member of the trustee; c. who was not entitled to vote on the matter, whether by reason of a

conflict of interests or otherwise

if without the vote of that member and that member being counted in the quorum, the decision has been made by a majority of the members at a quorate meeting.

2) Sub-clause (1) of this clause does not permit a member to keep any

benefit that may be conferred upon him or her by a resolution of the trustee or of a committee of the trustee if, but for sub-clause (1), the resolution would have been void, or if the trustee has not complied with clause M (Conflicts of interests and conflicts of loyalties).

O Minutes

The trustee must keep minutes, in books kept for the purpose or by such other means as the trustee decides, of the proceedings at the meetings. In the minutes the trustee must record the decisions and, where appropriate, the reasons for those decisions. The trustee chair must approve the minutes in accordance with the procedures, laid down in regulations made under clause P of this deed.

P General power to make regulations

1) The trustee may from time to time make regulations for the management of the Charity and for the conduct of its business, including: a. the calling of meetings; b. methods of making decisions in order to deal with cases or urgency

when a meeting is impractical; c. the deposit of money at a bank; d. the custody of documents; and e. the keeping and authenticating of records. (If regulations made

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under this clause permit records of the charity to be kept in electronic form and requires a member trustee to sign the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated.)

2) The trustee must not make regulations which are inconsistent with

anything in this deed.

Q Disputes

If a dispute arises between the members about the validity or propriety of anything done by the trustee under this deed, and the dispute cannot be resolved by agreement, the member party to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.

R Accounts.

The trustee shall comply with its obligations under Part VI of the Charities Act 1993 as amended by the Charities Act 2006 (or any statutory re-enactment or modification of those Acts) with regard to:

1) the keeping of accounting records for the Charity;

2) the preparation of annual statements of account for the Charity;

3) the auditing or independent examination of the statements of account of

the Charity; and

4) the transmission of the statements of account of the Charity to the Commission.

S Annual Report.

The trustee shall comply with its legal obligations under the Charities Acts 1993 and 2006 (or any statutory re-enactment or modification of those Acts) with regard to the preparation of an annual report and its transmission to the Commission.

T Annual Return.

The trustee shall comply with its obligations under the Charities Acts 1993 and 2006 (or any statutory re-enactment or modification of those Acts) with regard to the preparation of an annual return and its transmission to the Commission.

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U Amendment of Trust Deed.

1) The trustee may amend the provisions of this deed, provided that:

a. no amendment shall be made to clause B except to reflect a change of trusteeship determined and given legal effect, or agreed to in writing, by the Department of Health.

b. no amendment may be made to clause C (the objects clause), unless it appears to the trustee that the objects can no longer provide a suitable and effective method of using the trust fund;

c. no amendment can be made to clause C (the objects clause) or this clause without the prior consent in writing of the Commission; and

d. no amendment may be made which has the effect of the Charity ceasing to be a charity at law.

2) Any amendment shall be made by deed, including any amendment to

clause A (Administration and name of Charity). 3) The trustee must send to the Commission a copy of any amendment

made under this clause.

V Dissolution

If it appears to the trustee that the objects no longer provide a suitable and effective method of using the trust fund, the trustee shall in these circumstances, but only so far as the trusts attaching to any particular gift to the charity may permit, hold the trust fund upon trust to apply the income and at its discretion, so far as may be permissible, the capital for any charitable purpose relating to the national health service

IN WITNESS whereof this Agreement has been executed as a Deed on the day and year first above written.

Executed as a deed by affixing the ............................................ ) The Common Seal of ......................................... ) MERSEY CARE NHS FOUNDATION TRUST ............................... ) In the presence of ......................................... ) Authorised Signatory _____________________ Authorised Signatory _____________________

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CHARITABLE FUNDS COMMITTEE

TERMS OF REFERENCE

1 CONSTITUTION

1.1 Mersey Care NHS Foundation Trust (the ‘Trust’) is the Corporate Trustee and holds assets belonging to the charity, registered with the Charity Commission under the charity registration number [Drafting Note – to insert] in the name of Mersey Care NHS Foundation Trust Charity Fund (the ‘Charity’).

1.2 In addition, Part 9 section 177 of the Charities Act 2011 defines "charity trustees" as "the persons having the general control and management of the administration of the charity". The directors of the Corporate Trustee (the ‘Board of Directors’ or ‘Corporate Trustee’) are not trustees themselves; however, they act on behalf of the Corporate Trustee. The Charity is separate from the Trust and independent of it, but the Corporate Trustee always aim to work closely with the Trust. The Corporate Trustee can delegate certain powers to agents and/or employees but will always retain the ultimate responsibility for the management of the Charity.

1.3 The Board of Directors (acting as the Corporate Trustee) hereby resolves to establish a committee to be known as the Charitable Funds Committee (the ‘Committee’). The Charitable Funds Committee has no powers, other than those specifically delegated in these terms of reference and as required by legislation

2 ACCOUNTABILITY

2.1 The Charitable Funds Committee is accountable to the Board of Directors (as Corporate Trustee) and the Board of Directors must approve any changes to these terms of reference.

3 PURPOSE

3.1 Its purpose is, on behalf the Board of Directors (as Corporate Trustee), to: (a) apply scrutiny and constructive challenge to the Charity's financial information

and systems of control, including the annual accounts; (b) provide assurance to the Board of Directors that the administration of

charitable funds is distinct from its exchequer funds and compliant with legislation and Charity objectives.

4 MEMBERSHIP

4.1 The Charitable Funds Committee shall comprise of the following voting members: (a) three Non-Executive Directors; (b) three Executive Directors, namely the:

(i) Executive Director of Communications, Corporate Governance and Estates,

(ii) [Drafting Note - to other two Executive members to be confirmed].

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4.2 A Non-Executive Director will Chair the Committee and in the event a vote is tied, the Chair will have a second and casting vote. The membership of the Committee will be disclosed in the annual report.

4.3 Although a voting member can be substituted by an appropriate voting member of the Board of Directors (i.e., a Non-Executive substituting for a Non-Executive Director or an Executive Director substituting for an Executive Director) there is no provision for deputies to represent voting members at meetings of the Committee unless they are formally acting-up in accordance with the Trust’s Constitution.

5 ATTENDANCE

5.1 The following non-voting members will attend meetings of the Committee as required: (a) Head of Fundraising / Fundraising Lead for the [Mersey Care NHS

Foundation Trust Charitable Fund]; (b) Chief Finance Officer (or their nominee); (c) Trust Secretary (or their representative); (d) Minute Secretary (from the Corporate Governance Team).

5.2 The Chair of the Committee may also extend invitations to other personnel with relevant skills, experience or expertise as necessary to enable it to deal with matters before the Committee. An open invitation exists for all members of the Board of Directors (as Corporate Trustee) to attend the Committee.

6 QUORUM

6.1 A quorum shall be four voting members, comprising of at least two Non-Executive Directors and two Executive Directors.

7 FREQUENCY

7.1 Meetings shall be held a minimum of four times a year. Voting members of the Committee may request a meeting if they consider that one is necessary.

8 AUTHORITY

8.1 The Committee is authorised by the Board of Directors (as Corporate Trustee) to: (a) investigate any activity within its terms of reference; (b) make recommendations to the Board of Directors; (c) to act in accordance with the trust’s Standing Orders, Standing Financial

Instructions and Scheme of Reservation and Delegation of Powers; (d) approve policies for which the Committee is the responsible body; (e) establish and approve the terms of reference of such sub-reporting groups, or

task and finish groups as the Committee believes necessary to fulfil its terms of reference.

8.2 The Board of Directors (as Corporate Trustee) also delegates decisions that are not of a significant nature. In practice, what is significant will depend upon the

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judgement of members but the Committee must refer the following types of issue to the Board of Directors, i.e., any matter which will: (a) change the strategic direction of the Trust or the Charity; (b) conflict with strategic obligations of the Trust or the Charity; (c) contravene national policy decisions or Government directives; (d) have significant revenue implications; (e) is likely to arouse significant public or media interest.

8.2.2 The Committee Chair is authorised to work with the Chairs of the Audit Committee and the Resources Committee to agree both the oversight of the use of resources, performance measures and the oversight of risk management for those issues which fall within the responsibilities of these Board Committees.

9 DUTIES

9.1 In delivering its purpose the Committee shall undertake the following duties and functions : (a) develop the strategy and objectives for the Charity for consideration by the

Board of Directors (as Corporate Trustee); (b) oversee the operation of the Charity to ensure it is managed and operated in

accordance with the governing documents and comply with relevant legislation and guidance from the Charity Commission, Fundraising Regulator and Information Commissioners Office;

(c) oversee the implementation of an infrastructure appropriate to the efficient and effective running of the Charity's activities;

(d) provide assurance to the Board of Directors (as Corporate Trustee) on the development and delivery of the Charity's fundraising strategy and to oversee the development and delivery of the Charity's fundraising strategy and associated policies;

(e) to regularly consider the reputation of the Charity and the associated communications and engagement strategy;

(f) review the risks associated with the work of the Charity and ensure mitigating actions are in place;

(g) decide whether donations given with restrictions applied should be accepted by the Charity;

(h) receive reports detailing the establishment of new funds and all new staff appointments made by the Charity;

(i) develop and deliver the Charity's expenditure plan; (j) develop and deliver the Charity's investment and spending plans; (k) receive reports detailing balances of the Charity's general funds; (l) receive reports on individual charitable non-pay transactions in excess of

£10,000; (m) review and make recommendation to the Board of Directors (as Corporate

Trustee) for the approval of all individual charitable non-pay transactions valued above £500,000;

(n) recommend the appointment of investment managers to provide investment advice and manage the Trust's investment portfolio;

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(o) in conjunction with the investment managers, agree an investment policy which lays down guidelines in respect of: (i) the balance required between income and capital growth, (ii) the balance of risk within the portfolio, and (iii) any categories of investment which the Trust does not wish to include

in the portfolio on ethical grounds; (p) determine a policy for the distribution, or otherwise, of realised and unrealised

gains on losses on investments; (q) review the impact on the Charity of changes in legislation both of a charitable

and non-charitable nature and make appropriate recommendations to the Board of Directors (as Corporate Trustee), as to how any new requirements will be met;

(r) ensure compliance with the Trust's standing financial instructions, financial control procedures and scheme of delegation;

(s) receive audit reports on the Charity controls; (t) receive the annual report and accounts and consider the report from the

auditors before review by the Board of Directors (as Corporate Trustee) for approval; and

(u) monitor the performance of all aspects of the Charity's activities and ensure it adheres to the principles of good governance and all relevant legal requirements.

10 REPORTING

10.1 The Committee will have the following reporting requirements: (a) to ensure that the minutes of its meetings are formally recorded and submitted

to the Board of Directors (as Corporate Trustee), supported by the Chair’s report;

(b) to ensure that any issues that require disclosure to the Board of Directors (as Corporate Trustee) are brought to the Board of Directors’ attention.

10.2 The Committee will outline its work to the Board of Directors (as Corporate Trustee) through an annual cycle of business and will provide assurance to the Board of Directors:

(a) on the work of the Charity and its management of resources, through a Mersey Care NHS Foundation Trust Charity Annual Report which complies with NHS, Charity Commission and legislative requirements, presented at the end of each financial year;

(b) of compliance with the requirements of these terms of reference through the development and presentation of an Charitable Funds Committee Annual Report, presented at the same time as the reports for the other Board Committees.

10.3 The following working groups report to the Committee: (a) Zero Suicide Alliance’s Board (in respect of proposal for the use of charitable

funds).

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10.4 Requests for copies of the minutes by a member of the public will be considered in line with the Freedom of Information Act.

11 RESPONSIBILITY OF COMMITTEE MEMBERS AND ATTENDEES

11.1 Members of the Committee have a responsibility to: (a) attend a minimum of 75% of meetings a year, having read all papers

beforehand; (b) agree an annual business cycle for the Committee; (c) act as ‘champions’, disseminating information and good practice as

appropriate.

12 ADMINISTRATIVE ARRANGEMENTS

12.1 The Trust Secretary will ensure: (a) that the Committee receives sufficient resources to undertake its duties; (b) correct minutes of meetings are taken and once agreed by the chair that they

are distributed to the members; (c) the minutes of the meeting are distributed within 10 working days of the

meeting taking place; (d) a record of matters arising is produced with issues to be carried forward; (e) an action list is produced following each meeting and any outstanding action

is carried forward on the action list until complete; (f) conflicts of interest are recorded along with the arrangements for managing

those conflicts; (g) appropriate support to the chair and Committee members to enable them to

fulfil their role; (h) that advice is provided to the Committee on pertinent areas; (i) the agenda is agreed with the chair prior to sending papers to members no

later than five working days before the meeting; (j) management of the Committee’s annual business cycle; (k) the papers of the Committee are filed in accordance with the trust’s policies

and procedures.

12.2 The Trust Secretary (or their nominee) will assist in collating the (a) Mersey Care NHS Foundation Trust Charity Annual Report; (b) Charitable Funds Committee Annual Report; and agreeing the ways of working to enable the Committee to meet the wide range of responsibilities set out in these terms of reference.

13 REVIEW

13.1 Terms of reference will be reviewed at least annually. As this is a new Committee the date for the next review will be December 2020.

Agenda Item C4

Page 17 of 17


Agenda Item No: C6


Health Safety and Welfare Policy

Accountable Director(s): Elaine Darbyshire (Executive Director of Communications and Corporate Governance)

Report Author(s): Carlton Books (Head of Health Safety Fire and Security)

Alignment to Strategic Objectives:

Our Services ☐ Integrate Services ☐ Improve population health ☒


Our People ☒ Become an employer of choice ☐


☒ Work side by side with service users and carers

Our Resources ☒ Achieve financial

sustainability ☐ Invest in digital technology ☒ Improve our estate ☐ Transform

Corporate Services

Our Future ☐ Develop Provider Alliances ☐


☐ Commercialise our knowledge


STEEEP ☒ Safe ☒ Timely ☒ Effective ☒ Efficient ☒ Equitable ☒ Person-centred

CQC ☒ Safe ☐ Responsive ☒ Effective ☒ Caring ☒ Well-led

Purpose of Report: To allow members of the Board of Directors to: 1) Review the contents of the updated policy

Recommendation: The Board of Directors is asked to:

1) Agree the content and suitability of the Health Safety and Welfare Policy


Health and Safety Committee 29 05 20 Health Safety and Welfare Policy Agreed


Operational Performance ☐ Regulation 2 (3) of the Health and Safety at Work etc. Act 1974 requires employers to prepare, and maintain up-to-date, a statement showing the policy on safety and the organisation and arrangements put in place to ensure the general policy is carried out. The Trust must ensure that all employees are aware of the policy and any revision made to it.

Provider Licence Compliance ☐ Legal Requirements ☒ Resource Implications ☐


Are there any valid legal / regulatory reasons for discriminatory practice? ☐ ☒ ☐ If answered ‘YES’ to either question, please include a section in this report explaining why

Page 1 of 3


Agenda Item No: C6

EXECUTIVE SUMMARY

1. This Health Safety and Welfare Policy is brought to the attention of the Board of Directors. It is a legal requirement under the Health and Safety at Work Act (HSWA) 1974 that Mersey Care NHS Foundation Trust ensures, so far as reasonably practicable, the health, safety, and welfare of employees, and that it has an up to date written health and safety policy.

2. In addition this policy set out the organisational arrangements of how the Trust will manage and eliminate work place risk, and how the general requirements of the policy will be carried out in terms of roles and responsibilities, risk assessments, and accident incident reporting.

BACKGROUND

3. The policies at the organisational arrangements demonstrate compliance with the following CQC standards:

• COMPLIANCE AGAINST THE CQC’s DOMAINS – SAFE: All services delivered in safe health care settings that have been risk assessed for fire safety, safe use and maintenance of equipment and prevention of NEVER events.

• COMPLIANCE AGAINST THE CQC’s DOMAINS – EFFECTIVE: Continuous monitoring and surveillance of accident incident reports with processes in place for collaborative sharing and learning from incidents in an appropriate and timely manner and that any risk identified is managed and escalated where necessary.

• COMPLIANCE AGAINST THE CQC’s DOMAINS – CARING: the Trust has legal and moral duty Moral for managing health and safety in workplace so staff and patients and visitors feel safe and secured.

• COMPLIANCE AGAINST THE CQC’s DOMAINS – RESPONSIVE: Aspects of the safety management system are responsive to risk identification and risk managed within non-clinical ands clinical service areas and staff know how to raise incident reports and where and how to escalate safety concerns with governance arrangements to agree and monitor areas for improvement.

• COMPLIANCE AGAINST THE CQC’s DOMAINS – WELL-LED: Competent team of health and safety advisors with staff side appointed safety representatives who work collaboratively with service managers to address deficiencies and seek continual improvement.

GAPS IN ASSURANCE / NEXT

4. None identified

Page 2 of 3


Agenda Item No: C6

CONSEQUENCES OF NOT TAKING ACTION

Failure to comply with Regulation 2 (3) of the Health and Safety at Work etc. Act 1974 which requires employers to prepare, and maintain an up-to-date written health and safety policy where it employs more than 5 or more people could result in enforcement action from the Health and Safety Executive (HSE).

EQUALITY IMPACT ASSESSMENT

5. No issue identified

RISKS

None applicable on this occasion

SIDE BY SIDE WITH SERVICE USERS / CARERS / STAFF 6. This paper does not involve significant change(s) to service delivery and as such no

engagement took place with service users or carers.

Elaine Darbyshire Executive Director of Communications and Corporate Governance May 2020

Page 3 of 3


TRUST-WIDE NON-CLINICAL POLICY DOCUMENT

HEALTH SAFETY & WELFARE POLICY

Policy Number: SA07 Scope of this Document: All Staff Recommending Committee: Health and Safety Committee Approving Committee:

Executive Committee Date Ratified: May 2020 Next Review Date (by): May 2022 Version Number: 2020 – Version 4 Lead Executive Director: Executive Director of

Communications and Corporate Governance

Lead Author(s): Head of Health Safety Fire and Security


2020 – Version 4

Striving for perfect care and a just culture

Agenda Item No: C6

HS18 Health and Safety Policy Version 4, May 2020 Page 1 of 27


Further information about this document:

Document name HEALTH SAFETY AND WELFARE POLICY SA07

Document summary

The purpose of this policy it to provide information and guidance to Mersey Care NHS Trust directors, managers and staff on their responsibilities concerning health and safety at work. This policy applies to trust employees and anybody who is or may be impacted upon by work activities of the trust. The trust has a duty to ensure that all workplace risks are managed appropriately. This policy has been developed in line with guidance from the Health and Safety Executive. The scope of this policy applies to all activities and functions undertaken by, or on behalf of, the trust.

Author(s)

Contact(s) for further information about this document

Carlton Brooks Head of Health Safety and Safety Telephone: 0151 472 4071

Email: [email protected]

Published by

Copies of this document are available from the Author(s) and

via the trust’s website

Mersey Care NHS Foundation Trust V7 building

Kings Business Park Prescot

Liverpool L34 1PJ

Your Space Extranet: http://nww.portal.merseycare.nhs.uk Trust’s Website www.merseycare.nhs.uk

To be read in conjunction with

• The Health and Safety at Work etc. Act 1974 • The Management of Health and Safety at Work

Regulations 1999 • The Safety Representatives and Safety Committees

Regulations 1977 • HSE Successful Health and Safety Management (HSG65)

(Revised) • Risk Management Policy & Strategy (SA02)

This document can be made available in a range of alternative formats including various languages, large print and braille etc

Copyright © Mersey Care NHS Trust, 2015. All Rights Reserved

Version Control:

Version History: V1 Trust Board Oct 2015-v1 V2 Board of Directors Sept 2016-v2 V3 Review and Update Mar 2018 v3 V4 Review and Update May 2020 v4


HEALTH SAFETY & WELFARE POLICY

SA07 Health and Safety Policy Version 4 March 2020 Page 2 of 27


mailto:[email protected]

http://nww.portal.merseycare.nhs.uk/Pages/MCNHSHome.aspx

http://www.merseycare.nhs.uk/

SUPPORTING STATEMENTS

This document should be read in conjunction with the following statements:

SAFEGUARDING IS EVERYBODY’S BUSINESS

All Mersey Care NHS Foundation Trust employees have a statutory duty to safeguard and promote the welfare of children and adults, including: • being alert to the possibility of child / adult abuse and neglect through their observation of abuse, or

by professional judgement made as a result of information gathered about the child / adult; • knowing how to deal with a disclosure or allegation of child /adult abuse; • undertaking training as appropriate for their role and keeping themselves updated; • being aware of and following the local policies and procedures they need to follow if they have a

child / adult concern; • ensuring appropriate advice and support is accessed either from managers, Safeguarding

Ambassadors or the trust’s safeguarding team; • participating in multi-agency working to safeguard the child or adult (if appropriate to your role); • ensuring contemporaneous records are kept at all times and record keeping is in strict adherence to

Mersey Care NHS Foundation Trust policy and procedures and professional guidelines. Roles, responsibilities and accountabilities, will differ depending on the post you hold within the organisation;

• ensuring that all staff and their managers discuss and record any safeguarding issues that arise at each supervision session

EQUALITY AND HUMAN RIGHTS

Mersey Care NHS Foundation Trust recognises that some sections of society experience prejudice and discrimination. The Equality Act 2010 specifically recognises the protected characteristics of age, disability, sex, race, religion and belief (or lack thereof), sexual orientation, gender reassignment, pregnancy and maternity and marital and civil partnership status. The Equality Act also requires regard to socio-economic factors.

The trust is committed to promoting and advancing equality and removing and reducing discrimination and harassment and fostering good relations between people that hold a protected characteristic and those that do not both in the provision of services and in our role as a major employer. The trust believes that all people have the right to be treated with dignity and respect and is committed to the elimination of unfair and unlawful discriminatory practices.

Mersey Care NHS Foundation Trust also is aware of its legal duties under the Human Rights Act 1998. Section 6 of the Human Rights Act requires all public authorities to uphold and promote Human Rights in everything they do. It is unlawful for a public authority to perform any act which contravenes the Human Rights Act.

Mersey Care NHS Foundation Trust is committed to carrying out its functions and service delivery in line the with a Human Rights based approach and the FREDA principles of Fairness, Respect, Equality Dignity, and Autonomy



Contents CEO Statement of Intent 5 1. Purpose and Rationale 6 2. Outcome Focused Aims and Objectives 6 3. Scope 6 4. Definitions 6 5. Duties 7 6. Process 13 7. Consultation 18 8. Training and Support 19 9. Monitoring 19

10. Equality and Human Rights Analysis 21

11. Appendices 24

Appendix 1: RIDDOR Reporting Flow Chart 24 Appendix 2: Accident Incident Reporting Flow Chart 25 Appendix3: Risk Assessment Flow Chart 26

Section Page No



Statement of Intent Mersey Care NHS Foundation Trust and its Board of Directors are committed to providing safe, high quality, sustainable healthcare and health improvement services. Our aim is excellence in health and safety to build on our on going success. We will accomplish this by continually seeking to improve our health and safety management system so that it meets with our vision, values and the expectations of those affected by what we do. We will ensure that our responsibilities for health and safety are clearly allocated, understood, monitored, fulfilled and that legal requirements will be regarded as the minimum standard to be achieved.

The Board recognises that it cannot provide quality healthcare services unless it ensures, so far as is reasonably practicable, freedom from risks to the health, safety and welfare of staff and others affected by the work undertaken and/or the nature of the business. The prevention of injury and ill health together with the continual improvement in health and safety performance are primary objectives of the Board and are prioritised equally alongside other business and operating objectives. This Health and Safety Policy reflects our commitment to maintaining safe healthcare services by establishing both general and specific arrangements relating to the Trust’s undertaking that extends to all premises, buildings, areas and activities throughout the Trust. The minimum acceptable standards of health and safety are those contained in Health and Safety Legislation. The Board’s aim is to improve on these standards. The Board recognises that the overall responsibility for health and safety rests with the Chief Executive, however responsibility extends from the Chief Executive through to all Directors, Chief Operating Officers, Heads of Departments, managers and frontline supervisors. The successful implementation of this policy requires total commitment. All managers and Supervisors are directly accountable for the prevention of accidents, injuries and occupational illness, as well as damage to property, within their area of responsibility. All Directors are responsible for making safety at work a priority to protect themselves, their colleagues, patients, visitors and others and the interests of the Board. This policy will be reviewed every two years or in the light of legislative or organisational change.

Date: April 2020 Signed Joe Rafferty Chief Executive Mersey Care NHS Foundation Trust



1. PURPOSE AND RATIONALE

1.1 The purpose of this policy is to set out the Trust’s provisions for the management of health and safety. This includes defining roles and responsibilities and identifying the arrangements that are in place to ensure that the Trust meets it legal obligations with regard to the requirements of the Health and Safety at Work Act 1974.

2.0 OUTCOME FOCUSED AIMS AND OBJECTIVES

2.1 Mersey Care NHS Foundation Trust is striving to create a positive and inclusive

working environment and culture, providing the conditions for individuals and teams to thrive and achieve the highest standard of performance and service, where contributions are fully recognised and valued by all.

2.2 The Trust believes that all employees should have rewarding and worthwhile jobs, with the freedom and confidence to be empowered to raise health and safety concerns where appropriate. To do this, employees need to be trusted, empowered and actively listened to by those with whom they work and interact. Employees must be treated with respect at work, and be given the tools, training and support to work safely with opportunities to develop and progress.

2.3 The policy aims and objectives are to:

a) Outline the management of health and safety within the Trust through the written statement, the organisation and the arrangements.

b) To minimise the Health and Safety risks to all staff, patients and others. c) Recognise the obligation imposed under the Health and Safety at Work etc.

Act 1974, Section 2(3), to prepare an appropriate policy. d) To secure the health, safety and welfare of people at work. e) To protect patients and people other than those at work against risks to their

health and safety arising out of work activities. f) To minimise the number of occupational accidents and incidents of ill health. g) To establish a culture of co-operation, communication, competency and

control for health and safety.

3. SCOPE

3.1 This policy applies to all Trust staff, agency staff, students, volunteers and contractors who undertake activities and functions on behalf of, the trust.

4 DEFINITIONS

Accidents An accident is a separate, identifiable,

unintended incident, which causes physical injury. This specifically includes acts of non-consensual violence to people at work.

Work-related Work related accidents are accidents that



accidents happen ‘out of or in connection with work’. An accident is ‘work-related’ if any of the following played a significant role:

• the way the work was carried out

• any machinery, plant, substances or equipment used for the work or

• the condition of the site or premises where the accident happened

The fact that there is an accident at work does not, in itself, mean that the accident is work-related – the work activity itself must contribute to the accident.

HSE RIDDOR reportable’ injuries

The following injuries are reportable under RIDDOR when they result from a work-related accident: • The death of any person (Regulation

6)

• Specified Injuries to workers (Regulation 4)

• Injuries to workers which result in their incapacitation for more than 7 days (Regulation 4)

• Injuries to non-workers which result in them being taken directly to hospital for treatment, or specified injuries to non-workers which occur on hospital premises. (Regulation 5)

A young person Anyone under the age of 18

5 ROLES AND RESPONSIBILITIES

5.1 This section covers the general responsibilities for managing occupational health and safety within the trust (the list of responsibilities is not exhaustive). Other documents also contain specific responsibilities for health and safety, these include;

a) The trust’s health & safety procedures - HS1 – HS11:- HS1. Risk Assessment HS2. New Expectant Mothers HS3. Display Screen Equipment HS4. COSHH HS5. Workplace Inspections HS6. Central Alerting System



HS7. Management of Contractors HS8. Environmental Suicide Risk Assessment HS9. Management of Asbestos HS10. Provision and Use of Work Equipment HS11. Electricity at Work

b) Job descriptions and contracts of employment c) Risk assessments & method statements (RAMS)

5.2 Chief Executive - The Chief Executive has specific accountability to ensure that responsibilities for Health and Safety are effectively assigned, accepted and managed at all levels in the Trust consistent with good practice

5.2.1 In practice the Chief Executive will discharge these responsibilities by delegation to Executive Directors and then through the line management structure and shall ensure the regular monitoring of the health and safety arrangements through the Trust’s reporting structures.

5.3 Board of Directors - The Board of Directors has overall responsibility for health and safety for the trust incorporating the duties set out in the trust’s policy statements, supporting procedures and management systems. The Board of Directors has responsibility for ensuring that;

a) adequate resources are available to achieve and maintain an exemplary standard of health and safety throughout the trust

b) setting objectives and targets for the trust to achieve a reduction in accidents and occupational ill health in line with trust objectives

c) directors are aware of their responsibilities concerning safety management d) The health and safety performance of the trust is monitored through

periodic reviews of accident and incident data and that all activities receive a periodic safety audit

5.4 Executive Director for Health and Safety –the lead Executive Director for health and safety is the Executive Director of Communication and Corporate Governance and has strategic responsibility for:

a) ensuring that there is a consistent and co-ordinated approach to health and safety throughout the trust

b) bringing the policy to the attention of all trust staff c) advising the Chief Executive of any health and safety matters that

compromise the effectiveness of the organisational structure, procedures, or systems

5.5 Trust Directors & Chief Operating Officers - The leadership of all directors and Chief Operating Officers through to first-line managers is necessary to develop and maintain a safety culture, by actively promoting an interest in, and enthusiasm for, health and safety matters and;

a) not withstanding their individual executive functions, monitor the safety

performance of their area of the business and take such steps as may be necessary for improvement



b) ensure that managers within their sphere of influence are aware of their responsibilities as laid down by the trust’s health & safety policy and safety management system

c) ensure that all managers under their control receive adequate and appropriate training in health and safety matters and are provided with all necessary information to enable them to carry out their duties safely

d) allocate sufficient resources to enable the health & safety policy and procedures to function effectively, with particular emphasis being given to health and safety training.

5.6 Associate Director of Estates and Facilities - The Associate Director of

Estates and Facilities has a delegated responsibility for the safety of buildings and building services under the control of Estates and Facilities. This includes, but is not limited to: Water safety, the management of asbestos, electrical safety and the management of contractors.

5.7 Heads of Department / Managers and Ward Managers - Heads of Department, Managers and Ward Managers have delegated responsibility for implementing the policy within areas under their control. This includes, but is not limited to the following within their areas of responsibility: a) Bringing health and safety matters to the attention of staff. b) Ensuring that there are adequate arrangements in place for the management

of health and safety, including emergency arrangements. c) Encouraging staff to report all incidents and near misses using the Trust’s

incident reporting system. d) Ensuring that risk assessments are carried out, regularly reviewed and

updated if the work pattern and workplace environmental hazards alter. e) Communicating significant findings from assessments to staff. f) Providing necessary information, instruction, training and supervision to

enable staff to undertake their tasks without risk to themselves or others g) Investigating and addressing any health and safety issues raised by staff.

Where they do not have the authority to deal with such matters they should be brought to the attention of more senior management.

h) Investigating incidents and implementing any actions to prevent reoccurrence.

5.8 The Head of Health Safety Fire and Security - is responsible for advising

managers and staff about their legal obligations and for providing specialist advice and support to tackle problems relating to health, safety and welfare. The Head of Health and Safety is responsible for:

a) Advising the Trust on health and safety matters and for ensuring that the

Board meets all Health and Safety Legislative requirements. b) Producing up-to-date, clear, written policies, procedures and guidelines

which set out the organisational structure, identify the groups and individuals responsible for health and safety and the arrangements for risk assessments to identify hazards, assess risks and preventing or controlling them.

c) Undertaking the role and functions of the Local Security Management Specialist.

d) Advising and overseeing the management of adverse events relating to Health and Safety.



e) Ensure any RIDDOR reportable adverse events are reported to the Health and Safety Executive within the appropriate timeframe.

f) Investigating accidents resulting in RIDDOR reports and claims for compensation following injury.

g) Recommend improvements or remedial action to the Trust’s Health and Safety Sub Committee arising from reviews or the findings of investigations into the cause of accidents or dangerous occurrences.

h) Assist managers in providing employees with adequate information, instruction and training as may be necessary to perform their work without risk to themselves or others.

i) Acting as Deputy Chair for the Health and Safety Committee.

5.9 Health & Safety Committee - The Associate Director of Estates and Facilities, as chair of the trust health & safety committee, is responsible with the assistance of the trust safety team, to;

a) assess the implications of new legislation and best practice b) carry out investigation/audit reports, monitoring performance. c) ensure this policy is reviewed annually so that it remains current with the Trust’s

activities. 5.10 Trust Safety Team -The role of the trust safety team is to ensure the safety of

staff, patients, visitors and others who come to trust health care sites. In order to achieve this, the trust safety team will;

a) provide specialist advice, support and guidance on all health and safety

issues to all levels of the trust b) monitor and advise the trust accordingly on changes in health and safety c) regulations and statutory requirements d) audit and monitor health & safety standards and performance within the

trust through the SPA e) provide professional, accurate and timely reports to the various trust

committees, on health & safety matters f) Work closely with the trust estates and facilities teams to ensure staff and

patient safety during critical phases in the development of capital projects. 5.11 SPA Links–Each division must ensure that a person takes responsibility to

maintain the SPA (SPA link). SPA links are responsible for ensuring that; a) the service risk register includes identified health and safety risks b) they act as lead for the development of systems designed to improve the

management of health and safety within the service c) the service maintains an evidence file as part of the SPA d) the service progresses the actions identified from the SPA e) they liaise with other SPA links to ensure a consistent approach to the

management of health and safety across the trust f) they act as the service contact on health and safety issues g) incidents occurring within the service which are categorised within the

Reporting of Injuries, Diseases and Dangerous Occurrences Regulations



2013 (RIDDOR) are correctly reported to the enforcing authority within the appropriate timeframe

5.12 Employees - All employees have both a statutory and moral duty to look after their own safety and to give due consideration for the safety of others. Employees also have specific responsibilities as follows;

a) take reasonable care of themselves and others who may be affected by

their acts or omissions b) co-operate with the trust so far as is necessary to enable us to comply with

statutory duties, and discharge any specific duties as set out in the policy and safety management system

c) not to intentionally or recklessly interfere with or misuse anything provided in the interest of health, safety or welfare

d) report all accidents, incidents, defects, near misses or incidences of ill health, in line with the trust’s safety management system and related health and safety procedures

e) familiarise themselves with this policy, the health and safety procedures of the trust and to discharge those duties as set out.

f) correctly use and store any equipment, including personal protective equipment, provided for use as specified by any risk assessment or health and safety procedure and in accordance with training

g) reporting any faults/defects in plant/equipment/machinery or hazardous situation to their supervisor/manager immediately.

h) raising any concerns they have on the subject of health, safety and welfare at team meetings or individually to their supervisor/manager

5.13 Contractors - The Trust requires all contractors that it employs to:

a) Comply with the Trust’s health and safety policies and procedures by working safely and not exposing persons in and around their work area to risk.

b) Ensure that their employees or sub-contractors meet their statutory responsibilities and adhere to the health and safety induction information they have received from the Trust. More comprehensive details of the requirements are given in the Trust’s Management and Control of Contractors Policy.



Executive Committee

Health & Safety Committee

Chair: Associate Director of Estates

Local Services Division

Corporate Services Division

Secure Services Division

Executive Director of

Communications and Corporate Governance

Responsibility

Trade Union

Appointed Health and Safety

Representative(s)

Board of Directors

Community South Sefton/LC/

Kirkby

MSU & LSU

HSS

Specialist Learning

Disabilities Division (SpLD)

MSU & LSU

Periphery Housing

SPA

SPA

SPA Link SPA Link (Safety Team)



6. PROCESS

6.1 Arrangements for Health and Safety

6.2 The requirements of this policy will be met by:

a) The development of other subject-specific policies, procedures and guidance that meet the requirements of applicable health and safety law.

b) Adhering to and carrying out the functions of the Safety Partnership Agreement c) Ensuring that suitable and sufficient risk assessments are carried out by managers and

controls are put into place to reduce the level of risk in their areas of responsibility. d) The provision of appropriate health and safety training. e) Carrying out effective consultation with recognised trade unions, staff and staff safety

representatives.

6.3 A Safety Management System (SMS) provides a systematic way to identify hazards and control risks while maintaining assurance that these risk controls are effective. The SMS adopted and in use by the trust is through the Safety Partnership Agreement (SPA). PLAN Policy Planning DO Implementation & Operation CHECK Checking & corrective action Management review ACT Continual improvement

6.4 The board recognises that a healthy organisation is a safe organisation which is committed to improving safety using the improvement model (Plan, Do, Check, Act). Safety is measured across all domains through the Safety Partnership Agreement (SPA), and its incident reporting and management systems.

6.5 Safety Partnership Agreement - The safety partnership agreement (SPA) is an agreement between divisions and the Board of Directors. The purpose of the SPA is to ensure appropriate targets are met by services, and any support, required to achieve this, is identified. The SPA is determined by both the service manager/director and the trust safety team and is in place for each financial year from April to March.

6.6 Each division will nominate a SPA Link who will ensure that their division complies with the

following Key Performance Indicators (KPI’s), monitors performance and provides assurance to the Health and Safety Committee that standards are being met.

a) generic risk assessments b) workplace inspections c) anti-ligature assessments d) RIDDOR reporting to HSE e) Violence and aggression monitoring f) pregnant employees



g) control of substances hazardous to health h) first aid support for staff i) display screen equipment j) fire safety arrangements k) incident reporting management l) food handling/hygiene m) security management n) equipment safety

6.7 The Health and Safety Committee will monitor each performance and reviews action plans

to achieve full compliance with the SPA.

6.8 Risk Assessment Process 6.9 It is a legal requirement under the Management of Health and Safety at Work Regulations

1999 to carry out risk assessments and to establish controls to reduce the level of risk identified. Risk assessments should be carried out before work is undertaken that gives rise to the risk, when tasks or processes change, if new technology is introduced or if there is a change in legislation. Assessments should be reviewed on an annual basis or if there is an incident that indicates that existing controls are inadequate. Guidance on carrying out risk assessments and templates is available to staff on the Trust’s intranet site and within subject-specific health and safety policies.

6.10 A "suitable and sufficient" assessment is one that:

• Correctly identifies all reasonably foreseeable significant hazards and risk • Identifies all of the existing control measures and from this evaluates the level of risk • Enables the assessor to decide what action needs to be taken, and what the priorities

should be. • Is appropriate for the type of activity • Will remain valid for a reasonable time • Reflects what employers may reasonably practicably be expected to know about the

risks associated with their undertaking. 6.11 Risk assessment responsibility 6.12 Managers and their SPA link are responsible for ensuring that all significant risks within areas of their control are identified and recorded on a relevant Trust risk assessment form. Advice on the completion of these forms may be obtained from the Safety Team.

6.13 What we will risk assess? 6.14 Under performance standards of the SPA, the following suite of risk assessments will be

completed annually:

a) lone working b) manual handling (patients, inanimate objects) c) slips trips and falls d) COSHH – substances that are hazardous to health e) fire risk assessments all buildings



f) night work g) violence and aggression h) first Aid i) security j) departmental stress k) display screen equipment (DSE)

6.16 Accident Incident Reporting

6.17 All staff are encouraged to report accidents or near misses as these can be indicative of

inadequately controlled risks. All incidents affecting staff, patients, visitors, contractors, property, security and environmental issues must be reported as per the Trust’s Incident Reporting Policy using the DATIX or ULYSSES electronic incident reporting system available via the intranet site. Refer to Appendix 2: Incident Reporting Procedures.

6.18 Actions in the event of an accident;

a) Obtain treatment for the injury from a first-aider or other appointed person. b) clear away any debris following the incident where this is necessary to safeguard other

personnel in the vicinity (except where the accident resulted in a major injury, in which case the scene should be left undisturbed until advised otherwise by the enforcing/investigating authority).

c) Inform your manager and arrange for a DATIX or Ulysses report to be completed. d) Depending severity investigate the accident/ incident and complete a 72 hour report

6.19 Reporting of Injuries, Diseases and Dangerous Occurrences 6.20 The Trust is required to report certain serious events to the Health and Safety Executive (HSE)

under the Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013 (RIDDOR). Reports are made by Divisional Risk Leads and the Health and Safety Advisors and recorded on the Trust’s incident reporting system. Refer to Appendix 1 RIDDOR Reporting Flow Chart.

6.21 You only need to report certain types of work-related incidents under RIDDOR. Incidents must

fall into one of the following categories:

• Fatal and non-fatal injuries. • Occupational diseases. • Dangerous occurrences (often referred to as ‘near misses’). • Incidents that result in more than seven days’ absence from work. • Incidents involving gases.

6.22 However there are some incidents that don’t need to be reported, such as traffic road accidents

and those involving sporting injuries unless there was a defect in equipment being used.

6.21 Workplace Inspections 6.22 It is the policy of the trust that formal workplace inspections must take place every three

months or sooner if required. The inspection should take the form of a walk around the area, looking for:

a) Obvious defects in the premises and the fixtures and fittings b) Failures in meeting trust safety standards in any respect (e.g. depleted first-aid

supplies, blocked fire exit routes, trip hazards etc.)



c) Any other relevant general observations

6.23 It is the responsibility of designated SPA link to ensure that each area is covered and the

workplace inspections proforma is completed. The recognised union safety representative may be invited to partake in these inspections.

6.24 The person charged with implementing any identified remedial action must complete the

work within a reasonable time scale, dependent on the risk, and should "sign off" the action point by notifying the originator of the inspection report.

6.25 Workplace inspections are monitored by the divisional safety group as part of the SPA

standards. (See trust health and safety procedures; workplace inspections HS5)http://www.merseycare.nhs.uk/about-us/policies-and-procedures

6.26 Control & Co-ordination of Contractors

6.27 The Estates Manager or Estates Officer must ensure that the contractor are competent to carry out the works specified and where possible, will utilise certified or accredited contractors/organisations. Throughout the contract period the employing Estates Manager or Estates Officer will monitor the standard of the contractor’s work and the progress made.

6.28 The Estates Manager or Estates Officer will ensure that all relevant safety measures are taken not only to protect the contractors but all persons who may come into contact with the Trust and it’s undertakings. The Trust has a duty to ensure that these work activities do not alter the conditions or impede the provision of a safe place of work for staff, patients and visitors.

6.29 It is also the duty of the Estates Manager or Estates Officer to provide every contractor with information on emergency procedures relevant to the premises and provide details of particular hazards in the area (This may include Control of Substances Hazardous to Health – COSHH and asbestos assessments) for example, gases, chemicals or biological hazards.

6.30 Young Persons at Work

6.31 A young person at work is a person under the age of eighteen (18) year and can be an

employee, visitor or student on work experience.

6.32 Before a young person starts work e.g. trainee, apprentice etc. a suitable and sufficient risk assessment must be carried out on all their activities. Any residual risk that remains that cannot be eliminated and has been controlled so far as is reasonably practicable must be communicated to their parents/guardian and written consent obtained.

6.33 Health Surveillance

All employees have access to an Occupational Health Department whose function is to provide a range of services for employees including pre-employment health checks.

6.34 The Occupational Health Service can also provides health surveillance for specific work activities and can be arranged via the individual’s line manager or self referral procedures. The Occupational Health Department has its own policies, which are available for reference.



http://www.merseycare.nhs.uk/about-us/policies-and-procedures

6.35 Working in the Community (Employees Working in the Community or Areas Not Controlled

by the Trust)

6.36 There are many circumstances where employees of the Trust work in environments in which the Trust cannot exercise direct control over the actual working conditions or the risks that may be present to health, safety and welfare. This may occur where the premises are owned by a different employer or by a third party such as is the case with staff working in the community. Staff must take special care for their own health and safety and comply with guidance issued applicable to the work performed or location where they become aware of any risks to their own health and safety or other persons such as the patient being visited.

6.37 Though there is more emphasis on employees protecting themselves this does not relieve the Manager of the person concerned from taking appropriate action to minimise any risks that may be present. After evaluation, these risks may require additional training needs, provision of equipment etc. These arrangements must be escalated and actions recorded in divisions health and safety group meetings.

6.38 It should be noted that under the Management of Health and Safety at Work Regulations employees shall be permitted to leave their place of work in the event of serious or imminent danger unless there are adequate written arrangements to deal with the circumstances. For instance, staff working in the community may not be in a position to visit certain patients due to the condition of their premises or other risks that may be present.

6.39 Where it is necessary for employees to cease work appropriate arrangements must be made to ensure that all persons are not placed in danger due to other factors (such as the withdrawal of that service) and the reason for the failure to perform normal duties must be brought to the attention of the responsible manager immediately. This should also include situations where employees of the Trust work in premises owned by another employer. In general, procedures must be prepared by specific Departments/Teams giving general guidance on the action to be taken by the employee in these situations.

6.40 Co-ordination between Employers

6.41 Where staff are required to work in premises owned or operated by another employer, there must be adequate co-ordination between the parties involved. This could include:

a) Joint risk assessments; b) Exchange of information on risk; c) Training; d) Joint procedures.

6.42 Similar arrangements also apply where other employers’ staff work on Mersey Care NHS Foundation premises.

6.43 Role and Function of Safety Advisors/ Safety Representatives and the Health and Safety Committee

6.44 Staff Safety Representatives include trade union appointed Safety Representatives and Employee Representatives. The Trust shall treat both categories on an equal basis to satisfy the requirements of the Safety Representatives and Safety Committee Regulations 1977 and the Health and Safety (Consultations with Employees) Regulations 1996.



6.45 Staff Safety Representatives and the Health and Safety Committee function to assist the

Trust to improve safety performance and are used as a method of communication and consultation on health and safety issues. Safety Representatives and members of the Health and Safety Committee are encouraged to participate in all areas of safety including safety audits of defined areas.

6.46 The aims and the objectives of the committee are to promote co-operation between the Trust and its employees and to provide consultation on a range of health and safety matters. Where appropriate, the committee will make recommendations to senior management with a view to improving health and safety performance.

6.47 The main function of Safety Representatives is to help to maintain high standards of health, safety and welfare for staff and compliance with legislation. Their function is advisory and the key management responsibility for safety remains with each Service Director/ Chief Operating Officer.

6.48 Safety Representatives must be given sufficient time and facilities for them to be able to efficiently discharge their functions.

6.49 The functions of the Staff Safety Representatives include:

• To investigate potential hazards and dangerous occurrences in the workplace;

• To examine the causes of accidents;

• To investigate complaints relating to health, safety and welfare;

• To make representations to the employer about general matters affecting health, safety and welfare at the workplace;

• To carry out inspections;

• To represent employees in consultations with enforcing authorities inspector;

• To receive information from inspectors;

• To attend safety committee meetings;

• To have time off with pay to perform his functions and to attend training. 7. CONSULTATION 7.1 The Trust recognises that an effective safety culture requires a partnership between

management and staff, working together to identify risks and to improve safety standards and working practices.

7.2 In accordance with the Safety Representatives and Safety Committees Regulations 1977, trade

unions may appoint Safety Representatives from amongst employees of the Trust, who are members of a recognised Trade Union.

7.3 Where staff are not members of one of these trade unions the Trust must consult staff directly or

via nominated staff representatives in accordance with the Health and Safety (Consultation with Employees) Regulations 1996.

7.4 Staff are formally consulted about health and safety at the Trust’s Health and Safety

Committee that meets every 2 months. The Committee includes trade union and staff representatives from across the Trust. Information from the Committee is disseminated to divisional safety meetings and the Quality Assurance Committee for discussion. This



includes requesting feedback about health and safety policies and addressing any Trust-wide or local issues raised by committee members on behalf of the staff they represent.

8. TRAINING 8.1 The Trust will ensure that all staff are provided with the information, instruction, training and

supervision necessary to ensure, so far as is reasonably practicable, their health and safety at work. This includes:

a) Local and corporate inductions, job specific and refresher training. Information provided to

staff as part of the training will include: • Health and safety responsibilities • How to report an accident and the Trust’s arrangements for managing health and safety

risks. • Health & Safety Policies and Procedures • Trust Fire Procedures and Fire Prevention • Slips trips and falls • First aid/hygiene • Infection Control • Manual Handling • Conflict Resolution • Risk Assessment Process and Procedures • Name and location of Health and Safety Advisors/ Safety Representative

b) All employees will receive training on being exposed to new or increased risks due to:

• Their being transferred or given a change of responsibility. • The introduction of new work equipment • The introduction of new technology. • The introduction of a new system of work or changes in existing systems of work.

c) Managers and Supervisors will be provided with health and safety training, including risk

assessment, relevant to their positions.

d) The Trust will provide staff with information regarding health and safety, which will include:

• Hazards in the workplace and methods of avoiding them • Statutory information. • Equipment Manufacturers’ information. • Emergency Procedures. • Incident performance.

9 MONITORING

9.1 To gauge success in health and safety performance the trust will measure its performance against pre-determined standards by means of:

a) Proactive monitoring - to ensure compliance with statutory obligations that will include

safety tours; safety inspections and safety audits as part of the trusts quality review process b) Reactive monitoring – reviewing accident/incident data, outcomes and learning from

investigations and causes of ill-health including first aid treatment.



Area for Monitoring

How Who by Frequency Reported / escalated to

Health and safety compliance

Workplace/premises inspections

Safety Team SPA Safety Link Building/Service Manager Staff side

Every 2 months Health and safety committee Quality Assurance Committee Divisional Safety Groups

Regular review of risk assessments

Premises inspection / incident reports

Health and Safety Advisor SPA Safety Links Designated Managers or their deputies Staff side


RIDDOR Report to HSE and Accident investigation

Incident reports

Health and Safety Manager Staff side SPA Safety Link


On-going health and safety issues

Minutes of the Health and Safety Committee SPA Safety Link reports

Health and safety Manager SPA Safety Link

Every 2 months Executive Management Team (interim arrangement) Quality Assurance Committee

Health and safety performance

Annual health and safety report

Health and Safety Manager / Safety Team

Annually Trust Board of Directors



10. Equality and Human Rights Analysis

Title: HEALTH SAFETY AND WELFARE POLICY (SA07)

Area covered: Health and Safety What are the intended outcomes of this work? Include outline of objectives and function aims

the aims and objectives are; (a) to ensure compliance with the statutory, common law, and trust minimum performance

standards. (b) to eliminate or implement appropriate control measures arising out the trust’s work

activities to reduce identified risk to as low as is reasonably practicable. Who will be affected? e.g.staff, patients, service users etc. Applies to all activities and functions undertaken by, or on behalf of, the trust and applies to all trust employees and anybody who is or may be impacted upon by work activities of the trust. Evidence What evidence have you considered? Equality Information as published on the website in relation to the content of this policy Disability (including learning disability) No significant issues Sex No significant issues Race Consider and detail (including the source of any evidence) on difference ethnic groups, nationalities, Roma gypsies, Irish travellers, language barriers. No significant issues Age Consider and detail (including the source of any evidence) across age ranges on old and younger people. This can include safeguarding, consent and child welfare. Young persons at work – those under the age of 18years must be risk assessed prior to commencement of any work activities Gender reassignment (including transgender) Consider and detail (including the source of any evidence) on transgender and transsexual people. This can include issues such as privacy of data and harassment. Sexual orientation Consider and detail (including the source of any evidence) on heterosexual people as well as lesbian, gay and bi-sexual people. No significant issues Religion or belief Consider and detail (including the source of any evidence) on people with different religions, beliefs or no belief. No significant issues



Pregnancy and maternity Consider and detail (including the source of any evidence) on working arrangements, part-time working, infant caring responsibilities. No significant issues Carers Consider and detail (including the source of any evidence) on part-time working, shift-patterns, general caring responsibilities. No significant issues Other identified groupsConsider and detail and include the source of any evidence on different socio-economic groups, area inequality, income, resident status (migrants) and other groups experiencing disadvantage and barriers to access. No significant issues Cross Cutting implications to more than 1 protected characteristic No significant issues

Human Rights Is there an impact? How this right could be protected?

Right to life (Article 2) Use not engaged if Not applicable Supportive of HRBA.

Right of freedom from inhuman and degrading treatment (Article 3)

Use supportive of a HRBA if applicable Supportive of HRBA.

Right to liberty (Article 5) Supportive of HRBA.

Right to a fair trial (Article 6) Supportive of HRBA.

Right to private and family life (Article 8)

Supportive of HRBA.

Right of freedom of religion or belief (Article 9)

Supportive of HRBA.

Right to freedom of expression Note: this does not include insulting language such as racism (Article 10)

Supportive of HRBA.

Right freedom from discrimination (Article 14)

Supportive of HRBA.



Engagement and Involvement detail any engagement and involvement that was completed inputting this together.

This was the 2 yearly policy review submitted to the Health and Safety Committee for approval Summary of AnalysisThis highlights specific areas which indicate whether the whole of the document supports the trust to meet general duties of the Equality Act 2010

Eliminate discrimination, harassment and victimisation Where appropriate the policy is supportive

Advance equality of opportunity Where appropriate the policy is supportive Promote good relations between groups Where appropriate the policy is supportive What is the overall impact? The overall impact on the implementation on this policy review is minimal Addressing the impact on equalities There needs to be greater consideration re health inequalities and the impact of each individual development /change in relation to the protected characteristics and vulnerable groups Action planning for improvement

Detail in the action plan below the challenges and opportunities you have identified. Include here any or all of the following, based on your assessment • Plans already under way or in development to address the challenges and priorities identified. • Arrangements for continued engagement of stakeholders. • Arrangements for continued monitoring and evaluating the policy for its impact on different groups as the policy is

implemented (or pilot activity progresses) • Arrangements for embedding findings of the assessment within the wider system, OGDs, other agencies, local service

providers and regulatory bodies • Arrangements for publishing the assessment and ensuring relevant colleagues are informed of the results • Arrangements for making information accessible to staff, patients, service users and the public • Arrangements to make sure the assessment contributes to reviews of DH strategic equality objectives. For the record Name of persons who carried out this assessment: Head of Health Safety Fire and Security

Date assessment completed: 17 March 2020 Name of responsible Director: Elaine Darbyshire Date assessment was signed: 17 March 2020



Appendix 1: RIDDOR Reporting Flow Chart

RIDDOR Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013

Accident

Who is injured?Who is injured?

EmployeeEmployee

A non-employee (student, visitor or contractor) is injured on the

premises or by work under your control

A non-employee (student, visitor or contractor) is injured on the

premises or by work under your control

Fatal AccidentFatal Accident

Major InjuryMajor Injury

Local Division SPA Lead to notify

enforcing authority immediatly

Local Division SPA Lead to notify

enforcing authority immediatly

Injured person taken from

accident site to hospital

Injured person taken from

accident site to hospital

Person without major injury is

incapacitated for more than 7 days

Person without major injury is

incapacitated for more than 7 days

Local Division SPA Lead send formal report on RIDDOR via

electronic form as soon as possible and no later than 10

days

Local Division SPA Lead send formal report on RIDDOR via

electronic form as soon as possible and no later than 10

days

Keep record for at least 3 years

Keep record for at least 3 years

Record from HSE to be uploaded onto

datix and screen to be updated

acknowledging riddor and riddor number inputted

Record from HSE to be uploaded onto

datix and screen to be updated

acknowledging riddor and riddor number inputted



Appendix 2: Procedure for the reporting, management and review of Adverse Incidents

Member of staff involved in or discovering an adverse incident Inform member of staff in charge (if not involved in incident)

Member of staff in charge 1. Prioritise remedial actions and risk assessment to ensure safety

of persons and area. 2. Informs service user / carer of incident 3. Informs Service Manager /on call manager. 4. Ensures Datix report form is completed. 5. If a service user was involved, ensure case notes / nursing

records are completed.

Major Incident

Plan

Adverse Incident Department

1. Report externally if necessary

2. Liaise with communication department

3. Notify specialist teams of incidents relevant to their area

4. With service manager agree whether a serious incident review or reflective practice review is to be implemented

5. Liaise with communication department for trust line on sensitive incidents

6. Inform incident lead who will agree a process for reviewing the STEIS.

7. Supply quarterly data to divisions for them to identify trends and monitor actions taken

8. Monitor SUI reviews. 9. Monitor Safeguarding

reviews

Reportable to STEIS

Minor Incident

Service Manager 1. Reviews the incident on the Datix system 2. Ensure incident reviewed at MDT and care plans amended as

necessary 3. Ensure process and outcome recorded in case notes 4. Ensure staff involved receive a debriefing 5. Ensure contact made with service user/relatives/carers where

appropriate. 6. Ensure contact is made with other key stakeholders 7. Set up adverse incident review/investigation where required

Modern Matron/Senior Manager 1. Approves the incident on the Datix system

Assess severity of incident Is this a major incident? Is this reportable to STEIS? What level of investigation, if any is needed?

Director Patient Safety

Clinical Services

Managers

Modern Matron

Service Manager notified

Investigation required

Datix System 1.Notifies service director

of ABCs for assessment 2. Notifies specialist teams

of relevant incidents 3. Notify divisions of

safeguarding incidents 4. Notifies adverse incident

department

Divisional Patient Safety Meeting 1. Reviews incidents 2. Makes recommendations 3. Monitors completion and effectiveness of recommendations

Corporate Surveillance meeting

Moderate, severe & death trigger duty of

candour



Appendix 3: Risk Assessment Process

This flowchart illustrates the HSE’s 5 Steps risk assessment process(www.hse.gov.uk)

Step 1:Identify the hazards

Step 2: Identify who can be harmed and how they can

be harmed

Step 3: Evaluate the risk

Establish preventative &

protective control measures

Step 5: Review your assessment and

update if necessary

Look at the activities undertaken and see what could harm people i.e. working from height; slips trips and falls; injury from manual handling; lone working; damaged flooring, violence and aggression, contact with cleaning chemicals, needle stick injury; contact with electricity, • FMA’s - chemical splash in eyes, dermatitis, manual handling resulting in

back, arm and shoulder injuries; fall from ladders –broken bones; contact with hot substances –burns; electric shock, hit by moving objects –trolleys, kitchen equipment; slips, trips falls from wet/damaged flooring

• DN’s – lone working – physical assault in patients homes manual handling; road traffic accidents, needle stick injuries –Hep B, C and HIV

• Ward staff – physical assault, slips trips falls from wet/damaged floors; injuries from manual handling patients and restrictive intervention; needle injuries - Hep B, C, HIV and contact with body fluids

Evaluate the risk, by looking at what you’re already doing, and the control measures you already have in place: Ask yourself: • Can I get rid of the hazard altogether? • If not, how can I control the risks so that harm is unlikely? • Some practical steps you could take include:

• trying a less risky option or substances • preventing access to the hazards • organising work to reduce exposure to the hazard • issuing protective equipment • providing welfare facilities such as first aid and washing facilities • involving and consulting workers

Using the risk assessment template, make a record of your significant findings - the hazards, how people might be harmed by them and what you have in place to control the risks. Any record produced should be simple and focused on controls. Note: Generally, you need to do everything 'reasonably practicable'. This means balancing the level of risk against the measures needed to control the real risk in terms of money, time or trouble. However, you do not need to take action if it would be grossly disproportionate to the level of risk.

a) Periodically b) If conditions or circumstances significantly change c) If failures are identified through auditing, accident

investigation etc. d) Changes to legislation or introduction of new equipment

Step 4: Record only the significant

findings



http://www.hse.gov.uk/
