West Midlands Ambulance Service NHS Foundation Trust


Council of Governors

The West Midlands Ambulance Service NHS Foundation Trust was authorised as a Foundation Trust in January 2013 and licensed as an NHS Health Service Provider on 1st April 2013. The Council of Governors of the Foundation Trust consists of 28 Governors, 15 Publically Elected Governors elected by the foundation trust membership, 5 Staff Governors elected by the Trust’s staff. The Council of Governors also has 8 Appointed Governors representing partner organisations that the Board of Directors feel can contribute to the strategic/forward plan of the Foundation Trust. A principal duty of the Council of Governors is to appoint the Non-Executive Chair and up to 6 further Non Executive Directors. The Council of Governors then has the collective duty of holding the Non-Executive Directors accountable for the performance of the Board of Directors in delivering against its strategic/forward plan. The Non-Executive Directors (appointed by the Council of Governors) are then responsible for appointing the Chief Executive and 5 further Executive Directors to the Board of Directors as allowed for under the terms of our Constitution.

The meetings of the Council of Governors are required by statute to be chaired by the Chair of the Board of Directors. It is important to note that the Chair of the Council of Governors is not a Governor of the Trust. The Chair of the Council of Governors is Sir Graham Meldrum, who was Chair of the former NHS Trust since 1st February 2007. The Council of Governors appointed Sir Graham to the position Chair of the Board of Directors of the Foundation Trust at its meeting in November 2012 and he has been subsequently reappointed.

The Council of Governors may only act as a Council. In other words, individual governors do not have any specific powers or authority to act. The Council of Governors cannot delegate any of its powers to either its Panels or to individual Governors. The main statutory duties of the Council of Governors are to:

  • Represent the interests of the members of the corporation as a whole and the interests of the public
  • Appointing or removing the Chair and Non-Executive Directors
  • Hold the non-executive directors to account for the performance of the board directors
  • Decide the remuneration, allowances, and other terms and conditions of office of the Non-Executive Directors
  • Appoint or remove the Trust Auditor
  • Consider resolutions to remove a Governor
  • Approve an appointment of the Chief Executive (and Accounting Officer)
  • Provide the views of the Council of Governors to Trust Directors on the Strategic/Forward Plan of the Trust
  • Consider the approved Annual Accounts, any report of the Auditor on them and the Annual Report
  • Determine any Significant Transactions that may be determined as such by the Constitution of the Foundation Trust or by the Board of Directors

The Foundation Trust must take steps to secure that the Council of Governors are equipped with the skills and knowledge they require in their capacity as such. For the purpose of obtaining information about the Foundation Trust’s performance of its functions or the Directors’ performance of their duties (and deciding whether to propose a vote on the corporation’s or Directors’ performance), the Council of Governors may require one or more of the Directors to attend a meeting of the Council of Governors. If this power is exercised on any occasion by the governors then the use of the power must be published in the Annual Report of the Foundation Trust.

Any proposed changes to the Constitution may only occur if more than half of the members of the Council of Governors of the Trust voting approve the amendments. Where an amendment is made to the Constitution in relation to the powers or duties of the Council of Governors (or otherwise with respect to the role that the council has), then:

  1. at least one member of the Council of Governors must attend the next meeting of the Membership and present the amendment, and
  2. the Foundation Trust must give the members an opportunity to vote on whether they approve the amendment. If more than half of the members voting approve the amendment, the amendment continues to have effect; otherwise, it ceases to have effect and the Foundation Trust must take such steps as are necessary as a result

The Council of Governors have established the following panels consisting of approximately 4 or five Governors and officers of the Trust on each panel to assist it in undertaking in detail the above role and duties. The Panels have no power to act and may only make recommendations’ to the Council of Governors for determination. The panels’ that the Council of Governors have established for 2014/15 are:

  • The Patient Experience Panel
  • The Membership and Stakeholder Engagement Panel
  • The Constitution Panel
  • The Remuneration, Terms of Service and Nominations Panel

The Council of Governors meetings are open to the public and the public are encouraged and welcome to attend meetings unless the Council resolve to move into private session to discuss a matter or matters; the reasons for such a move must be stated and recorded in the minutes. This is usually to enable the Board to discuss matters of a confidential nature, such as a report relating to the appointment of a Non Executive Director.

The Annual Meeting of the Council of Governors is combined with the Annual Meeting of the Membership and this will receive and consider the Annual Accounts and any report of the Auditor on them and for the Board of Directors to present the Annual Report at this meeting. This meeting usually takes place in September each year, although Extraordinary meetings of the Membership can be convened for specific and important matters as determined by the Board of Directors.

The Trust is an open and transparent body and welcomes your comments on its service or indeed anything contained on this website. We hope that you will find the information helpful. Should you wish to forward your comments, positive or otherwise, these can be recorded as part of our compliments and complaints procedures. Further details can be found within our Talk To Us – PALS page.

Find out more about the Council of Governors and its Governors within these pages.