Review of due diligence undertaken by PWC January 2014

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1 FOI615 FOI request concerning the due diligence undertaken on the acquisition of Oxfordshire Learning Disability Trust (OLDT) and the subsequent review of that due diligence. This response includes details of the following: 1. The review of the due diligence completed by PWC in January 2014 (pg.2) 2. The findings of the original due diligence: a. KPMG Phase 1 review completed in December 2011 before the Trust was awarded preferred bidder status (pg.6) b. KPMG Phase1b review also completed in December 2011 before the Trust was awarded preferred bidder status (pg.16) c. KPMG Phase 2 review completed in June 2012 once the Trust had been awarded preferred bidder status (pg.19) d. Deloitte review completed in May 2012 once the Trust had been awarded preferred bidder status (pg.29) e. In-house review carried out over several months and completed in November 2012 (pg.38) Details of the scope of each review and the findings and recommendations are provided under each of the different headings below. 1

2 Review of due diligence undertaken by PWC January 2014 Scope The deliverable was intended to include the following: The planned scope of the due diligence on Ridgeway compared to the NHS Transactions Manual for providers and commissioners of NHS services (published February 2009) and the Addendum to the Transaction Manual (published October 2010); The actual scope of the due diligence on Ridgeway compared to the NHS Transactions Manual for providers and commissioners of NHS services (published February 2009) and the Addendum to the Transaction Manual (published October 2010); Whether any areas of the planned due diligence were not carried out and whether this was flagged in reports to the Board in its meetings between November 2011 to November 2012; What risks were flagged in the due diligence reports to the Board in its meetings between November 2011 to November 2012; Stakeholders (as set out above) views on the due diligence exercise; and Recommendations for future due diligence exercises. Findings Some initial due diligence was performed in December 2011 by KPMG and, following the announcement of the Trust as the preferred bidder in March 2012, more detailed due diligence was performed by KPMG, Deloitte and an in house specialist Learning Disabilities team. A number of reports were considered by the Trust Board in May and June 2012 and at other times throughout the period covered by the review. KPMG was commissioned by the Trust to provide financial, legal, estates and workforce due diligence with Deloitte being commissioned to provide a high level assessment against Monitor s Quality Governance Framework. In addition, the Trust s in-house team also undertook some due diligence procedures at Ridgeway which, although these did not directly correspond to the requirements as set out in the manual, consisted of a review to provide assurance relating to quality, safety and engagement. Since some of the due diligence process took place more than two years ago, a number of members of staff who were heavily involved in the transaction have left the Trust. The level of staff change, combined with incomplete central retention of documents by the Trust, made it difficult to establish a complete picture of events that occurred during the period covered by the review. There were 4 main findings from the review summarised below: 1. There were comprehensive project plans in place for the transaction, including due diligence, but these were not clearly linked through to the 2

3 certification that the Board made to Monitor. The Trust provided the reviewers with a number of documents which together formed an overall project plan for the transaction, including the due diligence requirements, governance and timetable. The review of Board minutes did not find evidence that the plans went, in aggregate, to the Board for approval, but it was understood from interviews with Board members that they felt fully informed in relation to the transaction governance, due diligence and timetable. The Trust mobilised nine individual project work streams to deliver the transaction and each work stream had its own set of project plans and action logs. The work stream leads met on a weekly basis to discuss progress and there were monthly programme Board meetings. The Trust s Investment Committee undertook detailed scrutiny of the transaction in the year leading up to the transaction date and made recommendations to the Board. A high level milestone plan was presented to the Board at its monthly meetings to summarise progress to date and matters arising. It was noted that the work undertaken by Deloitte and KPMG covered many of the areas of the indicative scopes included in the Manual, but it was not clear whether the Trust had consciously decided that other elements were not necessary given the scale and nature of the transaction, or whether commissioning of due diligence on these areas was omitted in error. In the course of interviews with staff and Board members the reviewers were told that the Board was comfortable that sufficient work had been undertaken for it to make the required certifications to Monitor, but the reviewers were not able to find written evidence within minutes and other documents that clearly linked the project plan, the due diligence outputs and the action plans to the certifications made by the Board to Monitor. 2. Some findings within the due diligence report, which were included in the Trust s subsequent action plans, also appear in the recent CQC report on Slade House. There were key themes within the Deloitte Quality Governance report and the in-house Quality and Safety Review report that also appear in the CQC report at Slade House. These points were captured in the action plans that were prepared by the Trust in response to the due diligence findings but the fact that these issues continued to exist at the time of recent CQC inspection indicates that the action plans were not sufficient to fully, and permanently, address the issues identified. It was noted that some of the actions, particularly around changes to service models, may have taken a longer period of time to fully implement than then interval between the transaction date and the CQC report, and would have been dependent on commissioner agreement. 3

4 3. The implementation of actions identified in response to the due diligence reviews were not monitored routinely by the Board after the transaction date. An action plan developed post implementation was reported to the Trust s Quality Improvement and Development Forum in March 2013, five months after acquisition. This was not presented to the Trust Board. A number of action plans address the findings of each of the pieces of due diligence, but it was not clear how the implementation of these plans was monitored after the transaction date and it is understood that changes in Trust staff contributed to slippage in the implementation of actions. 4. Board challenge and debate in relation to the transaction could have been more thoroughly minuted. The most cited transaction risks known at the time of the transaction, as recollected by the individuals we interviewed, were: Poor financial performance of Ridgeway; An outdated operating model at Ridgeway; The geographical distance of Ridgeway from the rest of the Trust; and The Trust s management capacity, which was under pressure due to the ongoing integration work following the acquisition on 1 April 2011 by Hampshire Partnership NHS Foundation Trust of Hampshire Community Health Care NHS Trust and also the diversity of services provided by the Trust. These risks were evidenced as being presented to the Board during its meetings between November 2011 and November 2012, however, minuted discussion was limited. Recommendations 1. when considering future transactions, the Board should determine, and clearly set out in a written record, what information and assurances it requires in order to: a) Make a decision to approve the transaction b) To sign the declarations required by Monitor c) Discharge any other related duties that arise for the specific transaction. Once the Board has determined its requirements, these should be formulated into a project plan setting out responsibilities for providing the required information and assurances and the timeframes. The project plan should be clearly mapped to the requirements of regulators, legislation and any other applicable guidance. 2. the Board (and relevant sub-committees) should consider how information is evaluated in the future. Consideration of what may be seemingly low risk or insignificant observations could, when taken in conjunction with other observations, be a signal of something more serious. In future due diligence exercises, the read-across between different elements of work by appropriately skilled individuals should be built into the project plan to ensure that appropriate triangulation takes place on a timely basis allowing a fuller identification and mitigation of risks. 4

5 3. The Trust should ensure that key decisions, processes and considerations are effectively documented to ensure that knowledge is retained within the organisation. Where action plans are developed, an Executive Lead should be assigned and for a transaction of this nature and size, consideration should also be given to whether a Non-Executive Lead also should be assigned. Action plans should be prepared on a timely basis and should cover all relevant internal and external risks. 4. There is a disconnect between the minuted discussions at Board and the recollection of Board members of the debate and challenge surrounding the transaction decision-making. This may be reflective of some gaps in the minutes of meetings and/ or the fact that some information and discussion occurred outside the Board room, for example in the Investment Committee. In the future the Trust should endeavour to ensure that good governance can be demonstrated by retaining complete and accurate evidence of Board information and debate. Note: PWC would like it noted that their report was addressed to, and prepared solely for, Southern Health NHS Foundation Trust and was not prepared with the interests of anyone other than Southern Health NHS Foundation Trust in mind. On this basis, PricewaterhouseCoopers LLP does not accept any duty or responsibility to anyone else. 5

6 KPMG Phase 1 Pre-transaction due diligence Scope The scope of work was limited to high level financial due diligence of information available in the OLDT data room, publically available information and conversations with SHFT workstream leads. The primary purpose of the work was to identify significant potential risks prior to submission of the ISDP and consequent further required actions should SHFT be appointed as preferred bidder. Phase 1 work should therefore not be interpreted to constitute a historic due diligence or the provision of assurance that SHFT should enter into the transaction prior to detailed further due diligence and integration planning and testing to be performed post preferred bidder status. Findings and recommendations These are summarised on the following pages

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16 KPMG Phase 1b Analysis of Southern Health integration initiatives in relation to the potential acquisition of OLDT Scope The scope of work for phase 1b was limited to attending internal SHFT challenge sessions and performing a short high level analysis of the robustness of key integration and modelling assumptions and the capability of SHFT to implement the initiatives. The primary purpose of the work was to identify significant potential risks prior to submission of the ISDP and consequent further required actions should SHFT be appointed as preferred bidder. The work should not be interpreted to constitute a detailed review or the provision of assurance that SHFT should enter into the transaction prior to detailed further due diligence and integration planning and testing to be performed post preferred bidder status. Findings and recommendations These are summarised on the following pages

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19 KPMG Phase 2 due diligence on the acquisition of Oxford Learning Disability NHS Trust Scope The primary purpose of the final Phase 2 work was to identify what had changed in regards to risks identified in the Phase 1 report, to identify any further additional potential risks that may have arisen in the intervening period to May 2012, and to recommend appropriate required actions necessary to remedy such risk. KPMG were not engaged to perform any clinical due diligence review. Findings and recommendations These are summarised on the following pages

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29 Deloitte Quality Governance Integration Review Scope An independent high level assurance review of quality governance at Ridgeway Partnership NHS Trust which included: An analysis of the Trust s overarching compliance with the Monitor Quality Governance Framework A detailed assessment of any adverse outcomes, compliance issues, or limited assurance issues to support due diligence processes Recommendations in relation to any perceived gaps rated in accordance with associated governance risks and prioritised accordingly. Findings: These are summarised on the following pages

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38 In-house review In addition to the above mentioned formal due diligence, the Trust also took it upon itself to carry out an additional review relating to quality, safety and engagement. This work continued right up to the point of transaction in November 2012 and as such was not part of the formal due diligence. Findings and recommendations: A number of areas of good practice were identified and a number of recommendations for improvement were made which included further explorative and developmental activity. A summary Analysis and Recommendations from the Review are included in the following pages. Action plans were subsequently developed within the division to begin addressing the identified gaps. 38

39 Summary Analysis and Recommendations from in-house Clinical Quality Review Initiated December 2012 Theme Evidenced In External Review/ OLDT Potential SIRI Themes/ Winterbourne View Recommendations 1. Record Keeping Matron Walk Round Tool High Risk Patient Review Mock CQC CQC - Multi-disciplinary team (MDT) working - Planning and delivering person centred care - Clinical governance & patient safety - Workforce & staff training - Clinical Leadership - Record Keeping - Policy Implementation - Care Planning Recommendation: It is recommended that the use of RiO and secondary files could be reviewed to ensure that all information is consistently recorded and available to all clinicians. There is an opportunity to utilise and further develop RiO guidance to ensure that its use is consistent and meaningful. In addition the use of secondary files to record information which cannot be recorded onto RiO should be standardised. The standards applied to clinical record keeping should be done consistently across the service and there is an opportunity to collaborate with staff in SHFT to develop consistent practice that supports Learning Disability clinical assessment and treatment. 2. Multi-disciplinary Working Matron Walk Round Tool High Risk Patient Review Mock CQC - Multi-disciplinary team (MDT) working - Planning and delivering person centred care - Clinical governance & patient safety - A meaningful day - Workforce & staff training - Clinical Leadership 39

40 Theme Evidenced In External Review/ OLDT Potential SIRI Themes/ Winterbourne View Recommendations - Supervision - Record Keeping - Policy Implementation - Attitudes/ Culture - Care Planning - Communication Recommendation: It is recommended that the MDT approach to practice is reviewed to ensure that the collaborative approach to assessment and treatment is clearly documented and reflected within MDT plans and CPA. In addition all clinicians should be able to access all relevant clinical records. 3. Risk Assessment & Risk Management Matron Walk Round Tool High Risk Patient Review Mock CQC - Multi-disciplinary team (MDT) working - Planning and delivering person centred care - Clinical governance & patient safety - Supervision - Record Keeping - Policy Implementation - Care Planning Recommendation: It is recommended that clinical risk assessment and management processes are reviewed to ensure consistent approaches and record keeping. The 5x5 risk assessment process although effective has not translated well across to the RiO risk assessment record. The clinical risk assessment approach in community teams needs to be improved, particularly where patients are presenting risks to themselves or others and/ or have complex needs. A collaborative approach to clinical risk assessment and management should be evidenced within records.. Care plans should be updated in line with changes to risk assessment and management plans. 4. Capacity & Consent Matron Walk Round Tool - Multi-disciplinary team (MDT) working 40

41 Theme Evidenced In External Review/ OLDT Potential SIRI Themes/ Winterbourne View Recommendations High Risk Patient Review Mock CQC CQC - Planning and delivering person centred care - Record Keeping - Policy Implementation Recommendation: It is recommended that the actions to ensure that capacity and consent is recorded for all patients should be rolled out across all services to ensure a consistent approach where this applied particularly where patients are subject to the MHA. 5. Physical Health Monitoring Matron Walk Round Tool High Risk Patient Review Mock CQC - Multi-disciplinary team (MDT) working - Planning and delivering person centred care - Workforce & staff training - Clinical Leadership - Re cord Keeping - Policy Implementation - Care Planning Recommendation: It is recommended that the Physical Assessment and Monitoring policy recently launched within SHFT is rolled out across all OLDT services. This would also link to other relevant policies such as the Slips Trips & Falls Policy. This would ensure that physical assessment is clinically recorded in a consistent way and that when monitoring is required this is also recorded in a more appropriate way. Appropriate care plans should be devised in relation to physical health care. LD staff within SHFT have benefitted from more focussed training in relation to physical assessment and monitoring and training needs should be considered for OLDT staff accordingly. 6. Nutrition Matron Walk Round Tool - Multi-disciplinary team (MDT) working - Planning and delivering person centred care - Workforce & staff training - Clinical Leadership 41

42 Theme Evidenced In External Review/ OLDT Potential SIRI Themes/ Winterbourne View Recommendations - Re cord Keeping - Policy Implementation - Care Planning Recommendation: It is recommended that nutrition focussed assessments are completed for all in-patients and appropriate application of nutrition assessment should be considered for community patients. The use of the MUST tool should be used consistently across services. 7. Clinical Pathways/ Evidence Base Matron Walk Round Tool High Risk Patient Review Mock CQC SHA Review - Multi-disciplinary team (MDT) working - Planning and delivering person centred care - A meaningful day - Environment and facilities - Workforce & staff training - Organisational structure and culture - Commissioning - Clinical governance & patient safety - Clinical Leadership - Supervision - Record Keeping - Policy Implementation - Attitudes/ Culture - Care Planning Recommendation: It is recommended that the ongoing work related to clinical pathways continues and that clinical pathways or maps are developed to provide a consistent approach to assessment and treatment. This would also help to inform focussed training development in line with appropriate expectations of competence for professionals and ensure consistent recording of assessment and treatment processes. The evidence base exists in both SHFT and OLDT and a consistent approach would help to identify the packages of care/ 42

43 Theme Evidenced In External Review/ OLDT Potential SIRI Themes/ Winterbourne View Recommendations assessment and treatment made available to patients which will help inform commissioners/ partners of what assessment and treatment is being purchased, expected outcomes and time frames. 8. Measuring Patient Experience Matron Walk Round Tool - Organisational structure and culture - Commissioning - Clinical governance & patient safety - Policy Implementation - Attitudes/ Culture Recommendation: It is recommended that the patient experience is evaluated in a consistent and meaningful way. There was evidence of good practice which could be further developed in partnership with SHFT colleagues to ensure that the experiences of service users are gathered regularly and help to inform the agenda of continuous improvement. 9. Clinical Supervision & Management Supervision Matron Walk Round Tool High Risk Patient Review Mock CQC - Multi-disciplinary team (MDT) working - Workforce & staff training - Organisational structure and culture - Clinical governance & patient safety - Clinical Leadership - Supervision - Policy Implementation - Attitudes/ Culture Recommendation: It is recommended that arrangements for both clinical and management supervision are reviewed to ensure that both can occur on a regular basis every month. The review could include the different models and formats of supervision which could be available. 10. Mental Health Act/ Mental Matron Walk Round Tool - Multi-disciplinary team (MDT) working 43

44 Theme Evidenced In External Review/ OLDT Potential SIRI Themes/ Winterbourne View Recommendations Health Care High Risk Patient Review Mock CQC CQC - Planning and delivering person centred care - A meaningful day - Environment and facilities - Workforce & staff training - Organisational structure and culture - Commissioning - Clinical governance & patient safety Recommendation: It is recommended that a review of policies related to observation, section 17 leave and locked doors is undertaken with regard to the responsibilities of nurses in caring for patients detained under the MHA. Areas of good practice should be modelled consistently across the service. 11. Environment Matron Walk Round Tool High Risk Patient Review Mock CQC CQC Recommendation: - Environment and facilities - Clinical governance & patient safety It is recommended that a review for the management of the environment is undertaken which includes regular safety reviews and ligature assessments with appropriate development or management plans put into place. 12. Medical Devices Matron Walk Round Tool Mock CQC - Environment and facilities - Workforce & staff training - Clinical governance & patient safety - Policy Implementation Recommendation: It is recommended that the medical devices policy is reviewed to ensure that appropriate inventory, maintenance and calibration occurs of medical devices. The practice at Postern House could be replicated in each service with a member of staff designated as the lead for medical devices. 44

45 Theme Evidenced In External Review/ OLDT Potential SIRI Themes/ Winterbourne View Recommendations 13. Dress Code Matron Walk Round Tool Mock CQC - Environment and facilities - Workforce & staff training - Organisational structure and culture - Clinical governance & patient safety - Clinical Leadership - Supervision - Policy Implementation - Attitudes/ Culture Recommendation: It is recommended that the policy related to dress code is reviewed to ensure that it is appropriate to the clinical environments and that staff are aware of the various rationales related to the implementation of a dress code policy. 14. Learning Out of Concerns Matron Walk Round Tool Mock CQC CQC SHA Review - Workforce & staff training - Organisational structure and culture - Commissioning - Clinical governance & patient safety - Clinical Leadership - Supervision - Policy Implementation - Attitudes/ Culture - Communication Recommendation: It is recommended that regular internal reviews and checks are undertaken which involve staff at the ward level e.g. Conducting the monthly Matron Walk Round Tool, undertaking care plan audit etc which engages staff and allows them to develop improvements as a team within their own clinical environments. Learning from investigations, audit and reviews should be shared regularly in both formal and informal ways which 45

46 Theme Evidenced In External Review/ OLDT Potential SIRI Themes/ Winterbourne View Recommendations involve staff and patients at the ward/ team level so they may be engaged in team led development and improvement with appropriate facilitation and support. 46