External Review of ASH Scotland 2014

5 Governance and Accountability

Clarity of ASH Scotland's governance arrangements

5.1 ASH Scotland has clear and strong governance arrangements. These are reviewed regularly by the Board to ensure that they are still robust and fit for purpose, and amended if necessary to improve clarity and probity.

5.2 There is a very clear governance structure and associated decision making processes. Decision making processes were recently reviewed and endorsed by the Board in January 2014^[6] in a paper which set out when decisions need to be brought to Board and the levels of expenditure that require the Chief Executive's signature. The paper also describes the memberships, remits and operating protocols for each of the two sub-committees, Finance, Fundraising and General Purposes (FFGP) and Policy and Development, that report to the Board. The remit of the sub-committees is to consider and advise on, and report and make recommendations to the Board. The FFGP sub-committee, which is chaired by the Treasurer, reviews finances and budgets and reports on budgets and finances to the Board. The Policy and Development sub-committee reviews external policy and its impact on ASH Scotland's work and the strategic plan. Both the sub-committees meet regularly, and have clear agendas. An area for improvement is the minuting of sub-committees in order to make clear what decisions/recommendations are being taken to the Board. This would help formalise the contribution of the sub-committees to the Board and increase the transparency of decision making.

5.3 The Board functions effectively in providing oversight and governance, and helping set strategic direction. The Board meets quarterly to discuss strategic and financial matters. Recent Board agendas have, as well as standing items on finance and budgets and the Chief Executive's report, included the strategic plan review. Each Board meeting also discusses a theme (such as cessation or health inequalities) in more depth which contributes to shaping the strategic direction and measuring the organisation's impact.

5.4 In 2010 the Board asked for more performance information related to the strategic outcomes. A new format was introduced and a Strategic Outcomes Report is submitted to each Board meeting, setting out what activities have been undertaken in relation to the organisation's strategic and subsidiary high level outcomes. This document always reports on the strategic outcome "Sustaining ASH Scotland as an effective organisation", focuses in depth on one other outcome, and covers two of the other^[7] high level outcomes. These reports, with the Chief Executive's report, provide the Board with regular information on activities and achievements. A weakness in the Board agendas and minutes is that there is no apparent discussion of the Strategic Outcomes reports, showing Board queries or views on activities. This raises a question both about the purpose of the reports, which are long and must require considerable staff resource to write, and their utility as a mechanism for the Board to take a strategic view on performance. A fuller discussion of these reports is provided in section 8 on the performance management framework.

5.5 There are examples of the Board challenging proposals, showing that it is active in its governance role. For instance, there was a Board challenge in 2009 on limiting the use of reserves at a time of financial pressure, and in 2013 which provided constructive challenge on inequalities. A sample of minutes over three years shows a Board which is generally engaged and will make interventions appropriately. This view is endorsed by Board members' comments in interview that there is a healthy working relationship between the Board and the Senior Management Team (SMT) which allows challenge, but is also respectful and productive. Board members individually and collectively bring a great deal of relevant experience and capacity to ASH Scotland, both as experienced board members and from their own knowledge of tobacco control policy and the wider health sector in Scotland. Members are elected for an eight year maximum term^[8] which creates turnover and ensures that new members with fresh eyes can strengthen the Board's ability to provide effective scrutiny.

5.6 There are two internal decision making-groups. The SMT meets monthly to discuss operational, financial, HR, strategic matters and communications, with a structured agenda, and uses these meetings appropriately to make operational, financial and strategic decisions. Where decisions need to be submitted to the Board or taken to the wider staff group, this is made clear. A Management Team (MT) (which consists of three or four middle managers with the SMT) meeting also takes place monthly. While there is likely to be a need for both meetings, there can be overlap of content and decisions. It will be worth setting out terms of reference for each meeting, and reviewing the purpose of each to ensure effective use of staff time.

5.7 External stakeholders perceive ASH Scotland to have strong governance, and observe that they are impressed by the strength and quality of the Board, and the capacity of the Chief Executive to lead effectively.