The classic director's dilemma is how to balance the need for innovative, entrepreneurial leadership with sufficient control of risk. Clearly this is as significant an issue for integrated care systems (ICSs) as it is for local boards of directors within trusts. But systems bring their own, additional, set of dilemmas that they, and their constituent organisations, will need to address. The first step to tackling those issues is to acknowledge their existence and then debate the best way forward. As we look ahead to the likelihood of legislative change which places ICSs on some kind of statutory footing, identifying some of the key governance quandaries facing systems now is a good first step towards resolving them.
Size
The size of the leadership body – the partnership board - matters. Agreeing strategy, setting and modelling the right culture, oversight of effective risk management and the work of executives all depend on board leadership that challenges, that is fleet of foot, and that acts as a problem senser. The current approach to system leadership tends to be based on the principle of representation of each of the parties involved in the system. So the larger the system, the larger the partnership board. But the larger the board the more unwieldy it becomes, and the less likely it is to be effective. So the question is how should systems reconcile representation with effectiveness? A balance will need to be sought.
But the larger the board the more unwieldy it becomes, and the less likely it is to be effective.
Non-executive director (NED) involvement and challenge at the point of decision making
One of the principles of good governance in decision making is that no potential decision should be taken unchallenged and that those taking decisions have a duty to challenge until satisfied. For corporate boards this is a joint and several duty on its directors, but traditionally NEDs take the lead in ensuring robust challenge from a position of experience and independence.
However, systems are not led by unitary boards and currently derive their legitimacy from their component organisations. Their creation as unitary bodies would require legislative change not currently proposed by NHS England and NHS Improvement and could risk creating a new layer of management in the NHS as well as a potentially new layer of unhelpful bureaucracy. Not having systems as board-led bodies corporate however means it will be difficult to ensure robust challenge at the point of decision making. This could lead to an overreliance on post hoc scrutiny. To ensure robust governance, systems will need to find a way to build in an independent perspective and to build challenge into their decision-making processes at the point that decisions are made.
Complexity
A quick glance at the governance infrastructure of any ICS is enough to tell you that they are complex. Each consists of a variety of collaborations with overlaps in membership, but not with identical membership. As well as formal collaborations, there are less formal grouping, inter-organisation contracts, shared services, and others. By its nature, complexity requires mature leadership and strong relationships to identify and tackle duplication. And the potential for some risks to fall through the cracks exists. In a poor governance structure, unwarranted complexity can lead to a loss of clarity about what decisions are made where and by whom.
Often complexity cannot be avoided, but those leading systems need to ask whether they are inadvertently designing complexity into their way of working, and whether there are not simpler routes to achieving the same objective.
By its nature, complexity requires mature leadership and strong relationships to identify and tackle duplication.
Powers and majority decisions
Currently systems have no decision-making powers, nor do those who lead them, other than through exercising delegations from their parent organisation. To give systems powers would most likely involve giving them legal form, probably best by establishing them as bodies corporate if they are to be fully liable and accountable for the decisions their directors make. If this is not to result in a muddled overlap of powers and a blurring of accountability it will mean removing power from others or distributing powers differently across a greater number of partners. So, it is almost certainly better to continue with arrangements that seek to build consensus in decision-making, rather than introduce a top down reorganisation simply to deal with the instances where consensus is difficult to achieve. In theory, organisational altruism, and a strong business case with an emphasis on patient and service user benefit, should be sufficient to promote consensus. In practice, people are often passionate in their defence of differing position. However, reasoned dissent is a strength in decision-making, not a weakness. The challenge for systems is to promote organisational altruism and consensus building, while acknowledging the validity of reasoned dissent and being prepared to act on the basis of that dissent. Once again, a difficult circle for leaders to square, but not an impossible one.
Accountability
Liability and therefore accountability for decisions taken under delegation lies with the body that made the delegation. In the case of systems and collaborations this is the local trust board, and the leadership of other partners such as local authorities and clinical commissioning groups. Directors of local boards are jointly and severally liable for decisions they have delegated to their representatives in systems. Prudent boards will look to ensure that risk is being managed effectively and look for solid assurance that this is the case. Directors cannot divest themselves of their liabilities or delegate them away, which means that systems need to accept and accommodate legitimate local concerns about system decisions.
Trusts have a public duty to be transparent and open, for example boar meetings are held in public board reports and minutes are available to all. NEDs, and in foundation trusts governors, provide a connection to the local community. There have been concerns that system leaderships will not be open in what they do and be disconnected from the public and patients they work for. If we are to have properly accountable systems answerable for their actions and decisions, it is important that system leaderships are transparent and publicly accountable to the communities that they serve.
In summary, having identified some of the dilemmas brought to the fore by system working, the next step is to work with the sector to devise sustainable solutions. NHS Providers will be working with our membership and offering our advice to NHS England and NHS Improvement, the Department of Health and Social Care and others to help ensure that the forthcoming policy framework and legislative proposals tackle these dilemmas.
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