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Responsibilities of the Chair, Senior Independent Director, Board and Committees

This page sets out the responsibilities of the Chair, the Senior Independent Director, the Trust Board, the Chief Executive and the committees of the Online NHS Trust.

Responsibilities by role
Role Responsibilities
Chair
  • Leads the board and is responsible for its overall effectiveness and governance.
  • Sets the board agenda and ensures sufficient time for strategic discussion.
  • Promotes a culture of openness, constructive challenge, honesty and debate.
  • Ensures effective relationships between executive (and senior management) and non-executive directors.
  • Ensures directors receive accurate, timely and clear information.
  • Supports board development, induction and effectiveness reviews.
  • Ensures responsibilities are clearly defined and governance arrangements are effective.
  • Maintains the distinction between board leadership and executive management.
Trust Board
  • Collectively responsible for the performance, strategy and long-term sustainability of the trust.
  • Sets the organisation's vision, values and strategic direction.
  • Oversees quality, safety, clinical governance, financial stewardship and risk management.
  • Ensures compliance with statutory and regulatory obligations.
  • Promotes culture, integrity and accountability across the organisation.
  • Oversees internal controls, audit and assurance arrangements.
  • Holds executive directors to account for delivery and performance.
  • Ensures appropriate systems, resources and governance processes are in place.
  • Shares collective responsibility for all board decisions.
Senior Independent Director (SID)
  • Acts as a sounding board and support for the Chair.
  • Serves as an intermediary for directors where required.
  • Leads appraisal of the Chair by the non-executive directors (overseen by NHS England).
  • Provides an additional route for concerns that cannot be addressed through the Chair or Chief Executive.
  • Supports board effectiveness and independent challenge.
Chief Executive (see note 1 below)
  • Leads the executive management of the trust and is responsible for operational delivery.
  • Implements the strategy and policies agreed by the board.
  • Acts as the trust's accounting officer with responsibility for stewardship of public resources.
  • Ensures effective management of performance, workforce, finance and service delivery.
  • Provides leadership to staff and promotes organisational culture and values.
  • Advises the board on operational matters, risks and performance.
  • Works in partnership with the Chair while maintaining a clear separation between governance and management responsibilities.
  • Ensures the board receives accurate and timely information to support decision-making.
Audit and Risk Committee
  • The Audit and Risk Committee is responsible for overseeing, monitoring and reviewing corporate reporting, the adequacy and effectiveness of the governance, risk management and internal control framework and systems and areas of legal and regulatory compliance at the Online NHS Trust and the external and internal audit functions.
  • The Committee provides the Trust Board with a means of independent and objective review of financial and corporate governance, assurance processes and risk management across the whole of the Trust's activities both generally and in support of the annual governance statement.
  • The duties and responsibilities of the Committee are more fully described in Appendix A, section 7.
Nominations and Remuneration Committee
  • The Nominations and Remuneration Committee is responsible for identifying and appointing Executive Director positions on the Trust Board and for determining their remuneration and other conditions of service.
  • Nomination: composition of the Board, succession planning, appointment process, continuation in office of Executive Directors, significant commitments and conflicts of interest.
  • Remuneration: remuneration policy, individual remuneration packages, levels of remuneration, terms and conditions of office of the Trust's Executive Directors, performance targets, expenses claims, severance payments.
  • The duties and responsibilities of the Committee are more fully described in Appendix B, section 7.
Senior Leadership Team
  • Delivery oversight: overseeing day-to-day delivery of the programme against agreed milestones, deliverables and timelines and agreeing corrective actions where delivery is off track.
  • Strategic alignment: ensuring the programme remains aligned to agreed strategic objectives.
  • Resource allocation: reviewing resource requirements, prioritising deployment and resolving resource constraints that impact delivery.
  • Issues and risk management: resolving issues and managing risks, escalating to the Board as appropriate.

Notes

  1. The Chief Executive is expected to be appointed during September 2026 and in post as soon as possible thereafter (dependent on the notice period of the successful candidate). In the period between the Trust being established and the Chief Executive taking up their post, the Programme Director(s) will fulfil these responsibilities.