UK: Building Alliances

Last Updated: 28 August 2019
Article by Tosca Fairchild

The journey behind the making of the University Hospitals of Derby and Burton NHS Foundation Trust

An NHS merger is a challenging proposition for any governance team, especially when it has the potential to create one of the largest NHS trusts in the country. This was the case for the two teams of Derby Teaching Hospitals NHS Foundation Trust and Burton Hospitals NHS Foundation Trust, which came together to form University Hospitals of Derby and Burton NHS Foundation Trust (UHDB).

The two teams came together under my leadership where I developed and implemented innovative governance solutions to ensure the process was run and felt like a merger, although transacted statutorily as an acquisition leading to the creation of one of the largest NHS trusts with an annual turnover of nearly £800m and employing 12,500 staff. ICSA recognised this and awarded UHDB the ICSA Governance Project of the Year 2018 award, against competitors Aviva, the Financial Reporting Council, HSBC, KPMG & Purple, Scottish Widows, and Sport England & UK Sport.

Overcoming Obstacles

During a 24-month period the team faced a number of governance challenges, including preparing the merger documentation itself, establishing a clear process for the appointment of the new Board and were also involved in developing pre and post implementation plans for key areas. These included policy development, writing and getting approval by Parliament the Trusts’ Annual Reports, whilst all the time having personal concerns about how the merger would impact on them.

The new team operates across five hospital sites, supporting not only the Trust Board and its sub-committees, but also the Council of Governors and their associated groups/committees. It also continues its involvement in strategic risk management and has responsibility for insurance and the Trust’s Freedom of Information requests.

Communication and mutual respect was the key to creative, innovative teamwork as each sovereign organisation’s systems and processes needed to be detailed and the plan for integration developed. Linked to clear communication was wider stakeholder engagement, as the team were dealing with a number of internal and external groups, including the Board, Council of Governors, regulators and other bodies, such as the ‘Big Four’ accountancy firms and legal firms.

It was essential that the information provided was clear and correct, duplication was avoided and the recording of when and where this information had been submitted and approved was accurately recorded to satisfy our regulators at NHSI and CQC.

Operating in parallel to this was the need to ensure that day to day good governance and compliance for each of the sovereign trusts was maintained. This was complicated by the fact that the two sovereign organisations had the same Chairman and my focus was required to ensure there was clear demonstrable separation of governance and that the Chairman’s conflict of interest was robustly managed.

My focus was also on what needed to be in place to allow the process to ‘feel like a merger’, but transacted as an acquisition and once the merger had been approved by the CMA and NHSI – what systems and governance needed to be in place to ensure compliance with any inspection from the CQC or other regulators.

The New Board

One of the key elements for myself and the team was to avoid duplication and ensure interlink with Directors, Non-executive Directors and Governors, who all had a role in the approval of the merger and so it was critical to ensure Governors were fully briefed. The NHS governance structure is different from the commercial one because it involves Governors, who came from various walks of life
and are voted by the public and staff to represent their constituencies.

The project was the first merger between two NHS trusts who had decided to merge and were not being forced by the regulators due to financial or operational reasons, and was delivered without any central financial support. It was a merger in all senses of the word even though the legal action was that Derby Teaching Hospitals would acquire Burton Hospitals. To demonstrate this, the new Board is made up of a mix of board members from both legacy organisations.

Some of the complex issues that had to be considered included:

• how to compile a Patient Benefit case showing the patient benefits for the CMA including how overview and governance of this would be retained locally and this was led by the Medical Director
• how to appoint a new Board and Executive team, utilising the underlying merger requirements, recognising it would be transacted as an acquisition
• how to develop the new Constitution to meet the requirements of the new organisation and the regulatory requirements of NHSI and CQC
• how to manage the very diverse requirements of the two Councils of Governors to allow them to approve the merger and then integrate into a larger council for the one organisation over a larger geographic area with a very diverse demographic.

A particular governance difficulty was the fact that the actual legal transaction was an acquisition of Burton by Derby. Whilst both trusts were foundation trusts, the constitutions, reporting, committee structure and approval levels through schemes of delegation were slightly different.

All this had to be reviewed and a proposed constitution and structure, including a new Board and Council of Governors, would have to be developed that would be appropriate to meet the demands of the regulators in their Well-Led assessment (i.e. governance assessment of NHS organisations undertaken by CQC) and Reporting Accountant reviews. It also had to satisfy the Councils of Governors who are publicly and staff elected and are required to approve all significant and statutory transactions in any foundation trust NHS organisation.

The team developed interactive links with the external bodies involved in the process, including accountancy, legal and regulatory bodies, and ensure that day to day compliance was achieved, whilst developing the standards required for the new organisation. A separate and critical strand of the work, led by the Medical Director, was the development of a detailed Patient Benefit Case for the CMA setting how clinical services could be delivered differently to provide the best clinical outcomes for patients even though competition in its true form would be reduced. Getting CMA approval at Phase One was a massive achievement.

A Year On

It has now been 12 months since the merger. Although the majority of the team have remained, with any integration there is always the need to shape the team for the long-term and recognise that some outstanding members of the team will want to pursue their career goals in the short-term.

Although these have been a loss, the team and the wider Trust have continued to succeed in their objectives.

We merged two strong teams and this meant that when opportunities became available elsewhere, we were always going to lose one or two valued colleagues – especially given the knowledge they will have gained through the merger.

This is the reality and it is a great credit to the Trust and to the team that we see colleagues promoted to senior roles elsewhere and I am grateful for their support and contribution to UHDB governance.
For the Trust itself, we’ve recently been awarded a ‘Good’ rating from the CQC, which recognised all of the progress we’ve made since previous inspections at the two former Trusts – and our team played a very critical full part in the preparation for this particularly the governance assessment of the Board referred to as ‘well-led’.

This was our first inspection as UHDB and it started in January 2019, just six months after our merger and in right the middle of a busy and challenging winter. To get a ‘good’ Well-led rating is a reflection of how well the new Board has come together as a team and how well the new governance processes in the organisation are working.

A CQC rating is the very best indicator of how an NHS trust is performing, given the depth of their scrutiny. This gives us a great foundation on which to continue to build and improve our services further.

In creating UHDB, we wanted to achieve three aims. We wanted to sustain important local services at Queen’s Hospital Burton, to provide Royal Derby Hospital with a bigger population to help support and grow our specialist services, research and education interests, and also to make best use of our community hospitals in Lichfield, Tamworth and Derby by working together with our partners across Staffordshire and Derbyshire.

Over the year, there has been good progress in achieving these aims. We’ve seen services strengthened at Queen’s Hospital Burton, with improvements, for example, in Renal and Urgent Care and recruitment into key posts in specialities, such as Imaging, Cardiology and Acute Medicine.

For specialist services, we’ve brought back complex cardiology work from other regional centres, created an integrated Breast Service and have plans for improving our stroke services in Staffordshire.

UHDB consultants are now working in the Samuel Johnson Community Hospital in Lichfield, Sir Robert Peel Community Hospital in Tamworth, has more specialist clinics and at London Road Community Hospital in Derby, we’ve further developed our rehabilitation and outpatients offer too.

Through all of this, there is recognition of how tough a challenge this has been for all the colleagues in the Trust and Governance team. Delivering all the opportunities presented by the new Trust will take time and although were pleased with the achievements to date, the Governance Team at UHDB will continue to strive for excellence in governance. 

Tosca Fairchild is Director of Governance & Communications at University Hospitals of Derby & Burton NHS Foundation Trust

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Topics
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions