The Board and the Executive Group
The Health Protection Agency is committed to the highest standards of corporate governance and complies with the best practice provisions of the Code of Good Practice on Corporate Governance in Central Government Departments issued by HM Treasury. The Board is led by the Chairman, and the executive management of the Agency is led by the Chief Executive. The roles of Chairman and Chief Executive are separate and clearly defined within the division of responsibilities set out in the Health Protection Agency Act 2004.
Role of the Board
The role of the Board is to determine the Agency's long term direction, business objectives and strategy; to ensure that it has adequate resources to meet its objectives and to ensure that it operates an effective risk management system; to monitor its performance and ensure that it acts ethically and meets its responsibilities to stakeholders. Responsibility for delivering the Agency's objectives and running the business on a day-to-day basis lies with the Chief Executive and the Executive Group.
The Board has delegated some of its governance activities to standing Board Committees and Sub-Committees with clearly defined terms of reference set by the Board. The Committees are: the Audit Committee, the Finance Committee, the Human Resources Committee and the Remuneration and Terms of Service Committee. The Sub-Committees oversee: Life Sciences, Local and Regional Services, Radiation, Chemicals and Environmental Hazards.
The Board met on 10 occasions in 2005/06. Minutes and papers of public meetings are published on the Health Protection Agency website at www.hpa.org.uk/hpa/board_meetings/ Non-executive directors meet formally without their executive colleagues twice a year.
Board Membership
During the financial year under review the membership of the Board comprised; 13 non-executive members (including the Chairman), five Board advisers, the Chief Executive, the Director of Finance and Resources, the Director of the Centre for Infections and the Director of the Centre for Radiation, Chemical and Environmental Hazards. The non-executive members of the Board are drawn from diverse backgrounds, bringing a broad range of views and experiences to Board deliberations.
Board Evaluation
During the year the Board conducted an evaluation of its own performance and that of its committees, including a review of its remit, constitution and operating procedures. This exercise led to actions to improve Board effectiveness and the creation of Sub-Committees to oversee key operational areas. The Corporate Governance Steering Group was replaced in July 2005 by an Integrated Governance Group reporting to the Chief Executive and the Executive Group and overseen by the Audit Committee. The amended Board Committee structure is shown at page 56.
Board Members' Induction and Development
On appointment, members are provided with written terms of appointment, including details of how their performance will be appraised. Members also receive a full induction programme comprising; briefings by top management; a briefing from the Board Secretary on the Board's responsibilities and procedures and visits to Health Protection Agency Centres and Divisions. The Board keeps under review the information it needs to fulfil its responsibilities, and members update their knowledge and develop their understanding of the Agency through site visits, in-depth presentations on topical issues and meetings with key stakeholders. Visits and presentations also give non-executive members the chance to meet executives below Board level. The Board may, if it wishes take independent professional advice and all non-executives have access to the advice and services of the Board Secretary.
Board Appointments
Board members are appointed through a rigorous process of open competition against an agreed specification of the roles and capabilities required. Non-executives are eligible to be considered for reappointment at the end of their term of office, normally every four years.
Board members are required to notify and register with the Board Secretary any issues on which they might have a conflict of interest. Declarations of interest are invited at every Board Meeting and the Board as a whole considers how it should discuss the matter(s) on which the member may have a conflict.
Board Committees
The Audit Committee
The Audit Committee provides support and assurance to the Chief Executive as Accounting Officer and to the Board in its responsibilities relating to issues of risk, control and governance. The Committee met three times a year (until 2005 when the frequency was increased to four times annually). It is chaired by Mr Michael Beaumont*. Other members during the year were Dr Parvaiz Ali†, Dr Barbara Bannister† and Dr Vanessa Mayatt*. In attendance were the Chief Executive, Professor Pat Troop, the Director of Finance & Resources, Dr Tony Sannia, a third member of the Executive Group Dr Roger Cox, the Head of Internal Audit Mrs Helen Morris and representatives from the external auditors, the National Audit Office. The Secretary is Mr Michael Harker . Through its oversight of the Integrated Governance Group (IGG), the Audit Committee reviews governance arrangements across the Agency and identifies the actions necessary to improve governance. The IGG also facilitates compliance with legal, best practice and Board requirements on governance. It reports regularly to the Executive Group and the Audit Committee on governance matters.
The Finance Committee
The Finance Committee reviews and recommends the annual budget to the Board. It reviews performance against the corporate plan, the business plan and the budget, and considers forecasts. Through its Business Development Sub-Committee, it also considers proposals to maximise commercial benefits from the Agency's resources and assets. The Finance Committee is chaired by Mr Ian Cranston*. Other members during the year were Professor Andy Hall* (to January 2006), Professor Karl Nicholson*, Professor Sandy Primrose*, Mr James Brown* (from February 2006), the Chief Executive Professor Pat Troop and the Director of Finance and Resources Dr Tony Sannia. The Secretary is Mr Michael Harker. The Business Development Sub-Committee is chaired by Professor Sandy Primrose*.
The Human Resources Committee
(Formerly the Human Resources and Remuneration Committee until the functions were separated in July 2005). The Human Resources Committee receives reports on items of relevance to the effective management of human resources and promotion of best employment practice in the Agency. It is responsible for providing guidance on these issues and for reporting on them to the Board. The Committee also reviews the overall framework for employment and remuneration of staff throughout the Agency. In 2005/06, the Committee was chaired by Mr Ian Cranston*. Other members during the year were Dr Paul Darragh*, Professor Charles Easmon*, Dr Barbara Banniser, the Chief Executive, Professor Pat Troop (from March 2006), Dr Mary O'Mahony (to April 2006) and Mr John Phipps, and Professor Peter Borriello. The Secretary is Mr Stephen Daniel.
The Remuneration and Terms of Service Committee
The Remuneration and Terms of Service Committee was formed in July 2005 to determine the policy for the appointment and remuneration of the executive directors and senior level executive posts directly accountable to the Chief Executive. The Committee also reviews the appraisal process for directors and senior executives. In 2005/06, the Committee was chaired by Sir William Stewart* and other members were Professor Charles Easmon*, Mr Ian Cranston* and Mr Michael Beaumont*. The Chief Executive, Professor Pat Troop and Mr John Phipps attend the meetings. The Secretary is Mr Michael Harker
Board Sub-Committees
The Life Sciences Sub-Committee
The Life Sciences Sub-Committee is responsible for considering life sciences issues which require careful and specialist in-depth analysis, and making recommendations to the Board on such strategic matters. The Sub-Committee is chaired by Professor Andy Hall*; other members during 2005/06 were Dr Barbara Bannister† , Professor Peter Borriello, Dr Natasha Crowcroft, Dr David Dance, Professor Geoff Garnett‡, Dr Roger Gilmour, Dr Tony Howard‡, Dr Angela Iversen, Professor Harold Jaffe‡, Dr Philip Minor‡, Mr Allen Roberts, Professor Jenny Roberts‡ and Professor Robin Weiss‡. The secretary is Mrs Frances Knight.
The Radiation, Chemical and Environmental Hazards Sub-Committee
The Radiation, Chemical and Environmental Hazards Sub-Committee, formed in the spring of 2005, is chaired by Professor William Gelletly†. It is responsible for considering issues pertaining to the chemical, radiation and environmental hazards which require careful and specialist in-depth analysis, and making recommendations to the Board on such strategic matters. Members of the Committee are Dr Parvaiz Ali†, Professor Peter Blain‡, Professor Alan Boobis‡, Professor Gary Coleman, Dr Roger Cox, Professor Sarah Darby‡, Dr Paul Darragh*, Professor Paul Elliot‡, Professor Alan Lehman‡, Professor Malcolm Mason, Dr Jill Meara and Dr John Stather. Secretariat support is provided by Dr Elaine Farmery and Dr John Cooper. The following organisations have observer status at this Committee: Department of Health (Dr Hilary Walker), Scottish Executive (Dr Arthur Johnston), the Northern Ireland Department of Health, Social Services and Public Safety (Dr Ken Ledgerwood), Food Standards Agency (Dr Lynne Ridler-Wall), Welsh the National Assembly for Wales (Dr Owen Crawley), Health & Safety Executive (Mr Giles Denham) and the Environment Agency (Dr David Copplestone).
The Local and Regional Services Sub-Committee
Chaired by Professor Charles Easmon, the Sub-Committee comprises of Health Protection Agency Board members, Health Protection Agency staff and external experts. The formation of the Local and Regional Services (LARS) Sub-Committee in July 2005 followed the report to the Board of the time-limited ad hoc Local and Regional Services Group which preceded it. Some of those who served on this earlier Group are members of the Sub-Committee. The Sub-Committee maintains a strategic overview and scrutiny of the Agency's local and regional work and its working relationships with those, both inside and outside the Health Protection Agency, with whom it has to work to deliver its services. It aims to provide critical support and oversee its development, to maximise its unique contribution to the Agency, and to work closely with the other Sub-Committees of the Board. It briefs the Board through regular reports, and reviews the key risks which might prevent LARS from achieving its objectives. The members of the committee for 2005/06 were Mr Michael Beaumont*, Mrs Valerie Bevan, Dr Paul Cosford‡, Professor Lindsey Davies†, Mr. Tim Everett‡, Professor Stephen Gillespie‡, Mrs Jan Hutchinson‡, Dr Sue Ibbotson, Dr Mary O'Mahony, Professor Stephen Palmer , Dr Mike Painter‡, Professor Julius Weinberg‡, Dr Robert Wilson‡ and Professor Richard Wise†. The secretary is Mr Peter Hammond.
* denotes a non-executive member of the Board
† denotes persons who are not formal Board members but attend Board meetings as advisers
‡ denotes an independent external adviser
Board Committee Structure
Members of the Health Protection Agency Board
The persons who served on the Board from 1 April 2005 are listed below, biographies are available on our website: http://www.hpa.org.uk/hpa/board_meetings/board_members.htm
Non Executive Members
Sir William Stewart (Chairman)
PhD DSc, FRS, FRSE (Chairman), DSc (Hon), D Uiniv (Hon), LLD (HON) FFPH(Hon)
Professor Charles Easmon (Deputy Chairman)
CBE, MD, PhD, MRCP, FRCPath, FMedSci
Dr Parvaiz Ali†
MSc, PhD, CSC, MIPEM, FInstLM
Dr Barbara Bannister†
MB, BS, MSc, FRCP
Michael Beaumont
CBE, FCA
James T Brown (from October 2005)
Ian Cranston
FCA
Dr Paul Darragh
TD, MD, PhD, MSc, FRCP( UK );FRCP1, FFPHM( UK ), FFPHM(I)
Professor William Gelletly†
OBE, PhD, CPhys, FInstP (from April 2005)
Professor Rod Griffiths†
CBE (from April 2005)
Professor Andrew Hall
MB , BS, MSc, PhD, FRCP, FFPH
Professor David Latchman
MA, PhD, DSc, FRCPath, FRSA
Dr Vanessa Mayatt
BSc, PhD, DipOHS, FRSH, CFIOSH
Professor Karl Nicholson
MD, FRCPath, FRCP
John Wyn Owen
CB (from February 2006)
Professor Sandy Primrose
PhD
Dr Geoffrey Schild
CBE, PhD, DSc, FRCPath, FRCP, F.Med.Sci
Professor Richard Wise†
FMedSci, MD, FRCPath, FRCP
† denotes persons who are not formal Board members but attend Board meetings as advisors
Executive Members
Professor Pat Troop
CBE, FFPH, FRCP, Chief Executive
Professor Peter Borriello
PhD, FRCPATH, FFPH, Director of Centre for Infections
Dr Roger Cox
FMed Sci , Director of Centre for Radiation, Chemical and Environmental Hazards (from April 2005)
Dr Tony Sannia
PhD, FCA, Director of Finance and Resources.
Michael Harker
Secretary
No changes to the Board membership have occurred since 31 March 2006.
The Executive Group
The Health Protection Agency Executive Group consists of executive directors and is chaired by the Chief Executive, Professor Pat Troop . It is responsible for the operational management of the organisation and for implementing the policies and strategies agreed by the Board. The Chief Executive is also the Accounting Officer for the Agency, and has responsibility to Government for the management of the organisation. The Executive Group meets monthly. Members who served on the Executive Group since 1 April 2005 are listed below:
Professor Pat Troop (Chief Executive)
CBE, FFPH, FRCP
Lis Birrane (Director of Communications)
Professor Peter Borriello (Director of Centre for Infections)
PhD, FRCPATH, FFPH
Dr Roger Cox (Director of Centre for Radiation, Chemical and Environmental Hazards)
FMed Sci
Dr Roger Gilmour (Director of Centre for Emergency Preparedness and Response)
PhD, FIFST
Michael Harker (Director of Corporate Affairs and Secretary to the Board)
IHSM
Dr Mary O'Mahony (was Director of Local and Regional Services until she retired in April 2006)
MRCPI, FFPH
John Phipps (Director of Human Resources)
Dr Tony Sannia (Director of Finance and Resources)
PhD, FCA
Professor Stephen Palmer (Director of Local and Regional Services - acting from April 2006 and substantive from June 2006)
MA, FRCP, FFPH,
Dr Tim Wreghitt (Acting Director of Microbiology Network from May 2006)
MA, PhD, FRCPath
