Healthcare Improvement Scotland and Scottish Government: operating framework

Annex 3: Healthcare Improvement Scotland operating arrangements

HIS Board

The HIS Board is appointed by Scottish Ministers as determined by the Public Services Reform (Scotland) Act 2010 Schedule 1611. The Board of HIS has corporate responsibility for ensuring that HIS fulfils the aims and objectives set by Scottish Ministers.

The purpose of the Board is to:

• ensure efficient, effective and accountable governance of the organisation;
• provide strategic leadership and direction;
• determine the risks the organisation is willing to take in pursuit of its strategic objectives; and
• focus on agreed outcomes.

Membership of the Board is as follows:

• Chairman (non-executive)
• Chairman of the Care Inspectorate (non-executive)
• 11 non-executive members, including the Employee Director (non-executive), and
• Chief Executive (executive member).

The Board will create such sub-committees, as are required by, for example, statute, guidance, regulation and Ministerial direction and as are necessary for the economical efficient and effective governance of its business. These are referred to within the organisation as the governance committees of the Board. In particular:

• HIS will establish a Committee to be known as the Scottish Health Council; Scottish Ministers are to appoint a member of the HIS Board to Chair the Scottish Health Council.
• HIS will establish an Audit Committee to advise the Board on internal control (including corporate governance) and audit matters.

The Chief Executive of HIS is employed and appointed by the Board with the approval of Scottish Ministers, and reports to the Director-General Health and Social Care. The Chief Executive is the Board's principal adviser on the discharge of its functions and is accountable to the Board. Their role is to provide operational leadership to HIS and ensure that the Board's aims and objectives are met and HIS's functions are delivered and targets met through effective and properly controlled executive action. Their general responsibilities include the performance, management and staffing of HIS.

Members of the Board are required to comply with the Board Members' Code of Conduct. Further guidance on how the board should discharge its duties is provided in On Board – A Guide for Members of Statutory Boards.

Governance of HIS

HIS has in place a Code of Corporate Governance, which is based on the general principles of the UK Corporate Governance Code and the International Framework: Good Governance in the Public Sector (the Framework). The Code is approved by HIS' Audit and Risk Committee and is ratified by the HIS Board. The Code sets out the responsibilities of the HIS Board and governance committees and includes standing financial instructions and arrangements in relation to remuneration, reporting and risk management.

HIS will work to adopt the 'Blueprint for Good Governance' agreed by Scottish Government and the NHSScotland Chairs Group in October 2018.

Transparency

HIS is an open organisation that will carry out its activities transparently.

HIS is required to publish an annual report setting out how it has discharged its statutory duties during the year, together with its audited accounts, after the end of each financial year.

The Auditor General for Scotland (AGS) audits, or appoints auditors to audit, HIS' annual accounts and passes them to the Scottish Ministers who shall lay them before the Scottish Parliament, together with the auditor's report and any report prepared by the AGS.

HIS holds board meetings in public and has in place an Employee Code of Conduct, which Includes rules on conflicts of interest, gifts and hospitality, openness and confidentiality and whistleblowing.