Stephen Twist - former NHS Governor proving impartial insight

24/01/2026

The ‘shadow director’ scare - to read the full article with links, go to https://stephentwist.wordpress.com/2026/01/24/the-shadow-director-scare/

A post about NHS public governors and whether they are at risk of director liability.

On 11 November 2025 the Interim Chair of County Durham and Darlington NHS Foundation Trust wrote,

‘I am becoming increasingly concerned about the blurring of the lines between the role of Governor and the role of a NED. As you will be aware, the performance of the Trust is the business of the Board and the performance of the Board is the business of the CoG. The Board members, both Executive and Non-Executive, are statutorily responsible for the organisation and carry the accountability and liability which goes with that. If others are seen to be directing the Board and the organisation, they potentially assume that accountability and liability as shadow directors which is not a position I want the Governors to find themselves in. I am concerned that your paper has the potential to cross that line.’

The Interim Chair is quite right in her analysis of roles, and possibly correct that my paper may have ‘crossed the line’ in the way it was expressed, regardless that the suggestions were pertinent at the time – and despite my express qualification: ‘Here I offer a few thoughts and ideas – not in any way to direct or distract, but to signpost some proposals that may contribute to effective governance by our Council of Governors.’

But what of the suggestion that this could lead to governor liability as a shadow director? Let’s examine that.

Could a governor be held liable as a shadow director under the Companies Acts?

Section 251 of the Companies Act 2006 reads, ‘In the Companies Acts “shadow director”….means a person in accordance with whose directions or instructions the directors of the company are accustomed to act.’

Key features required for a shadow directorship include:

A pattern of board actions following the person’s instructions.
Influence over decisions that are reserved to directors.
Influence that goes beyond raising concerns or offering challenge.
Courts have repeatedly emphasised that ordinary challenge, oversight, or representative functions do NOT constitute shadow direction Re Hydrodan (Corby) Ltd; Secretary of State v Deverell.

The statutory duties of Foundation Trust governors are set out in the NHS Act 2006, as amended by the Health and Social Care Act 2012, and in NHS England’s official guidance. According to NHS England’s Your statutory duties: A reference guide for NHS foundation trust governors (and addendum):

Governors do not manage the trust. They “challenge the board of directors and hold the non-executive directors to account for the performance of the board.”

Governors represent the interests of members and the public and do not become involved in operational management.
The question that remains is – ‘Does highlighting an issue pertaining to management – equate to becoming involved in operational management?’

Highlighting issues and proposing solutions is part of good, constructive and worthwhile governance. Supressing proposals on the grounds that they may cross a line is a quick way for a Foundation Trust to forfeit great ideas that may benefit public health – and possibly save a Trust from the ignominy of error.

For the future, perhaps we should approach good governance as a collective of ideas generated from many viable sources, that are advanced for the collective good – leaving the executive to sift filter out and only implement those that will assist in public health care provision?

23/01/2026

Impartial insight! That’s not to say that my posts here have been less than objective over my time as Governor, but as an elected representative from time to time there were inevitable restrictions on what I could say. With the passing of my 3 year term I am now free to comment more deeply - and where appropriate , critically.

I would like to form a community of commenters- Trust members, current governors, patients, their families and others with ‘skin in the game’. If you prefer to comment anonymously simply send a message and I will add it to the thread.

22/01/2026

Each year in February the County Durham and Darlington NHS Foundation Trust Council of Governors has been invited to appoint/reappoint their Lead Governor.

The role of Lead is very much what an incumbent wants to give. A Lead has no extra powers, but does have significant influence arising from the invitation to attend Board's private sessions and meet regularly with the Chair. A number of current members feel that the Council needs the assurance of a Lead who can report back with objectivity and has that 'curiosity' that has been absent.

Stephen Picken is an excellent candidate, bringing a fresh energy and an accessible vigour. New governors would benefit from a Lead who is proactive, but reasonable, sensible and caring.

Nomination for Lead Governor: Stephen Picken

Our Council of Governors brings together a wide range of perspectives — appointed medical colleagues, stakeholder representatives, and publicly elected governors, including those joining us for the first time this month. The Lead Governor must be someone who can bridge these groups with clarity, respect, and balanced leadership. We believe Stephen Picken, with 40 years of NHS experience, offers precisely those qualities, and it is our pleasure to nominate him for this role.

Stephen combines mature judgement with real vitality. He brings the steadiness that comes from experience - yet pairs it with the energy and responsiveness that help a Council genuinely move forward. He is thoughtful, active, and fully engaged — a governor who prepares carefully, listens well, and participates with purpose.

What sets him apart is his constructive approach to challenge. He asks the right questions, at the right time, and always with professionalism. He probes issues intelligently and persists until answers are not only given - but understood. Yet he does so with courtesy and balance, maintaining strong working relationships even in moments where scrutiny is needed. This is an essential quality for any Lead Governor seeking to strengthen our collective voice.

Stephen is also resolute, but not immovable. When he holds a view, he does so for principled reasons — but he remains entirely willing to listen, reflect, and adapt when presented with evidence or alternative insight. It is this blend of independence and openness that helps a Council function at its best.

Above all, Stephen brings a genuinely caring mindset to the role. He thinks deeply about the implications of decisions, not only for the Trust but for patients, families, and staff. His commitment to public service is evident in the way he conducts himself: friendly, approachable, and considerate of others’ viewpoints, while keeping the wider purpose firmly in sight.

As both Trust and our Council face new opportunities and challenges — and we welcome new governors into our ranks — we have an important moment to reaffirm strong, balanced, and effective leadership. Stephen offers the robustness, clarity, and proactive engagement needed to carry the role forward with confidence and integrity, whilst honouring and building upon the work of those who have previously served.

For these reasons, the caucus commends Stephen Picken to you as a Lead Governor who will represent all governors fairly, support collaborative working, and help guide the Council with both strength and sensitivity.

17/01/2026

I had it in mind to provide an objective summary of yesterday's Tribunal decision (given that it comprises 449 paragraphs of legal reasoning - however two correspondents suggested that I set it against an account of my involvement, the interventions that I made and steps I took in support of both the Trust and the nurses. Here it is -

A personal post about a cost in human and financial terms that could have been avoided if NHS managers had been responsive to all parts of their staff, rather than slaves to poor policy decisions. …

16/01/2026

County Durham and Darlington NHS Foundation Trust - nurses changing room litigation. Here is an extract from the tribunal's findings:

1.1 By requiring the Claimants to share a changing room with a biological male trans woman as pleaded in paragraph 23(a) of the Amended Particulars of Claim, the Respondent engaged in unwanted conduct related to s*x and gender reassignment which had the effect of violating the dignity of the Claimants and creating for the Claimants a hostile, humiliating and degrading environment.

1.2 By not taking seriously and declining to address the Claimants’
concerns of August and September 2023 and of 04 April 2024,
Case Number: 2501192/2024 & others regarding that part of the Transition in the Workplace Policy that afforded biological males access to the female changing room, the Respondent engaged in unwanted conduct related to s*x and gender reassignment which had the effect of creating for the Claimants a hostile and intimidating environment.

2. The complaints of indirect s*x discrimination are well founded and succeed. I can now reveal some of the background to this case.
https://www.judiciary.uk/wp-content/uploads/2026/01/Bethany-Hutchison-Others-v-County-Durham-and-Darlington-NHS-Foundation-Trust-2501192-24-Others-Reserved-judgment.pdf
********

On behalf of the public constituency that elected me as a CDDFT governor, I raised a number of questions concerning the wisdom of spending NHS funding on litigating with the Trust's own nurses. I promoted the view that CDDFT should have referred the matter to an independent facilitator/mediator to find common ground and a pragmatic solution instead of spending huge sums of money on legal fees.

This was the Trust's response at that time (Dec 2024) from non-executive director and lead SC (still in post) ....

"On the point you make about governance I am afraid I have to disagree with you and I believe this is a management issue that is being dealt with by relevant executive directors in an appropriate manner. I am sighted on this as is the board."

ON 13 December 2024 I replied to him with the following message:

At the outset may I make clear that this thread of concern arises from my function as CDDFT public governor and my duty to represent the interests and concerns of Trust members and the public. I wish to avoid any inference as to my personal views, which I emphasise are committed to inclusivity and are non-discriminatory.

Whilst some contacts have been oral, for ease, I will refer to Trust members and the public as 'correspondents'.

Objectivity.
I know that this is an emotional issue for the nurses involved in the dispute. I do not accept that it is an emotive issue for CDDFT, its management, or its board. As such the issue should be approached by the board objectively, and where possible to reduce conflict, intensity and alienation. These should be the Trust's watchwords.

Legal privilege.
I do not accept a suggestion that ongoing legal proceedings preclude further discussion of the topic. I have offered my understanding of legal professional privilege. No alternative definition or proposition has been advanced by the board to contradict it. Should the board wish to assert a legal basis to justify discontinuing discussion I will of course reconsider the issue.

A management issue, thus not amenable to governance?
My correspondents have rejected an assertion that this is solely a management issue. They maintain that it involves policy decisions that are already prominently debated publicly.

Monitor provides:
'Public governors...have a primary responsibility to represent the interests of the NHS foundation trust members who elected them as well as other members of the public.' 'The 2006 Act, as amended, specifies that it is the duty of the council of governors to hold the non-executive directors individually and collectively to account for the performance of the board of directors. While the board is a unitary body which takes collective responsibility for the performance of the trust, the governors’ role in assurance should take place primarily through the non-executive directors. It is also the duty of the council of governors to represent the interests of NHS foundation trust members and the public.'

Whilst the issue involves actions and decisions of management, as do all aspects of the Trust's functioning, to say that this denies governance oversight is to deny due diligence. The board may wish to withdraw this contention? After all, such issues have a potential bearing on finance, staffing and ward safety - all matters on which a Chair of Audit and Governance Committee is expected to inquire. Save for untested assertions that the matter is in hand with the executive and board, no explanatory detail has been offered to allay my correspondents' concerns which include:

What is the cost to the Trust of the conflict so far and what is the estimate of future cost?

Is the approach of the board a proportionate use of public funds that would otherwise be available for healthcare?

Is the board to make available for inspection a redacted copy of the H&S risk assessment?

Has the H&S risk report been seen by the non-executive directors and on what basis do they have confidence that risk to females under the policy is eliminated?

What scoping of conflict management has been undertaken by whom, with what result?

Who presses for openness?
Requests have come from several sources.
Had you asked for names, they would have been denied. My prime responsibility as a public governor is to convey and represent public concerns of members and service users - not the Trust.

My actions on receipt of concerns.
I advise all correspondents to contact CDDFT directly through appropriate channels and signpost them to these. Correspondents report as their reason for contacting me that I am a public governor, identifiable online and in social media, that they either seek anonymity, or to use me as a short-cut for information or feedback to the Trust.

What are my correspondents' concerns about openness?
My summary (not necessarily panoptic):
Information concerning the dispute has emanated from news media and investigative journalism. It comprises one version from one source - that provided by the nurses and their representatives. No information, reasoning or insight on this issue of public concern has been disclosed by the Trust. CDDFT press statements are non-specific, unhelpful, providing no understanding or insight of the position taken by the Trust.

That CDDFT policy relating to professional changing facilities does not appear open to public scrutiny or influence.
That public undisclosed sums of money is being spent on sustaining a policy decision rather than available for healthcare at a time when waiting lists are extensive and A&E services are stressed.
The letter sent to 'the nurses' by CDDFT HR has not been disclosed. Correspondents have suggested that its content is suppressed by the board. They complain that there has been no public comment from CDDFT on the assertion that the 'hospital trust's HR department told them they needed to be "re-educated" and "more inclusive" when nurses raised concerns about women's safety.'
Correspondents contend (fairly or otherwise), that in overriding staff concerns - where they conflict with policy decisions and requiring staff to apologise for them - is reminiscent of a management culture at the Countess of Chester Hospital and the Post Office.

Specifically, enquirers have sought:
Explanation concerning alternative changing options that have or may be considered to accommodate nursing staff effectively and lead to resolution.
Disclosure of the cost of the dispute, in terms of money, staff impact and service provision.
Information about the possibility of pragmatic alternatives to litigating the dispute.

Am I content with your analysis?
'In your final paragraph, there is reference to the case and issues relating to it being placed beyond discussion. In my view this does not represent the situation and discussions are taking place within the Trust which involves executive management and non executive directors.'
Whilst I expect and accept that discussions will be taking place, there is no oversight, review or performance monitoring of outcomes - and, more specifically, little if any governor awareness of the implications that policy decisions may have on the provision of health services.

May it be recorded that I read your response 'I do not believe that discussion should go beyond this point as it is a management issue to be resolved, but we may have to agree to disagree on this point' as suggesting that I should cease to pursue this issue on behalf of Trust members and Darlington residents. I seek a review of this, justification of compatibility with my responsibilities as a governor, and, if maintained, an explanation of how this advice is distinct from a suppression of discussion.

What is a consensual way forward?
Notwithstanding the pressures placed on me by correspondents, I seek to avoid escalation of this correspondence into a formal challenge or public complaint in relation to the board.
I record that my correspondents express dissatisfaction at the board's lack of openness on the topic, finding the press and public statements inadequate and unhelpful.

I record that a governor's acceptance of an assertion by non-executive directors should be only given on the basis of evidence. I contend that there is no current balance of evidence to satisfy that test.

I am open to any approach that will balance my duties as a CDDFT governor with responsibilities to the Trust.

14/01/2026

The Lancet: yesterday,13 January: a study involving 40327 individuals in seven cohorts from Norway, Sweden, and the USA that led to 4895 deaths together with data from 94719 records in the UK Biobank leading to 3487 deaths found - 'Small and realistic increases in moderate-to-vigorous intensive activity (MVPA) of 5 min/day might prevent up to 6% of all deaths in the 20% least active category, and 10% of all deaths in population-based approach. Reducing sedentary time by 30 min/day might prevent a smaller, but still meaningful, proportion of deaths in the two risk scenarios.'

This would support the view that moderate morning exercise followed by a short 30 minute walk later in the day will significantly improve your chances of living longer (and better).

02/01/2026

https://fb.watch/EnlmrxHq9a/?

29/12/2025

I am dismayed - despite several requests to attend to their website - CDDFT Comms still appears to be unable to update a basic public resource!

The Council of Governors (CoG) works alongside the Trust's Board of Directors to ensure that local communities and staff have a greater say in how services are developed and delivered by the Trust. The CoG is made up of local people, staff members and representatives of local stakeholder organisatio...

26/12/2025

My term as a NHS public governor for Darlington comes to an end on 31 January when I hand over to my successor. It has been an interesting three years. I will be posting a resume of what I have been doing during my time here, and my overall reflection on both CDDFT as a health provider and the NHS generally - the good and the not-so-good. As I indicated earlier, I propose to keep this page alive to act as a resource for followers and NHS users: to post details of medical and NHS innovation, and to continue to observe the Trust as it embarks on a new phase under new management.

23/12/2025

Care for hearing is an investment in the quality of life. https://www.facebook.com/northeasthearingandbalance

22/12/2025

Just voted for Borsha Sarker in the Public Governor election for CDDFT. I sense she will make a great successor. Here is her biography.....'We all need our NHS and are so lucky to get free healthcare, unlike the USA or developing world. I believe a Governor should hold the Trust Board accountable for the quality of care they provide, the way they spend taxpayers money; and be your representative. As previously elected CDDFT Governor for Darlington 2017-2020 I hope I did just that.

If you bring your concerns to me, you can trust me to take them forward openly or in confidence. There have been several changes in management in response to recent events, so this is a crucial time of change where hopefully I bring some organisational memory of previous years, when I ask you to elect me today.

We need to learn the lessons of the Post Office scandal and the Thirlwall Enquiry and ensure managers and administrators are held to the same standards of accountability as professionally registered clinicians.

My family live locally, we have all worked in the NHS for our entire careers and all suffered critical illnesses recently, so we know how crucial it is to have excellent local services that are well-staffed and accessible.

I’ve been an NHS Sonographer for over 30years, currently in the Sunderland Women's Hub, TSS and Woodlands Hospital, but also teach at Teesside University and Sunderland Medical School, making sure the next generation have the best education and training. I have connections with the Friends of the Trust and Darlington Rotary Club and volunteer with schools as an NHS75 ambassador.

11/12/2025

In new figures for the last quarter, CDDFT has slipped from 66th to 69th position out of 134 Trusts.

These are the aggregated metric rankings (AMR) for acute trusts, which form part of the NHS oversight framework segmentation and performance dashboard. Published 9 September 2025