One of Scotland’s most senior corporate figures has written a book which contains many harsh truths about the way Scotland’s public sector is run

The state of corporate governance within the National Health Service has been dissected by one of Scotland’s most senior corporate figures, Sir Ewan Brown. It is in a terminal condition and requires urgent surgery.

He raises some tough truths about the beleaguered health service, asking how should we feel about investing money in an £18bn company that was badly governed, kept running out of money and was always coming back for more?

First Minister John Swinney in his programme for the Scottish Government has announced he will be reducing Scotland’s 14 health board to just two. This radical reshaping is just the start point with the 14 boards employing more than 190 non-executive directors or board members.

Brown points out that everyone in Scotland is an investor in NHS Scotland, which is funded by taxation, yet Audit Scotland recently described the health service as being “not in a financially sustainable position”.

That is one of the hard truths in Brown’s book, entitled Gvrnnc Disemvowelled, and he makes a series of recommendations to be considered.

What does Sir Ewan Brown’s corporate governance experience bring to his NHS critique?

Brown is no stranger to the world of corporate governance, and he has previously tackled the issues of poor governance in the corporate world.

He was a director of merchant bank Noble Grossart for 49 years, working alongside Sir Angus Grossart, and his non-executive directorships include Scottish Financial Enterprise (SFE), Lloyds TSB Scotland, where he was chair, Wood Group, Stagecoach and Scottish Development Finance.

He has been an honorary professor of finance at Heriot-Watt University, senior governor of St Andrews University, and treasurer of the Royal Society of Edinburgh. He was knighted in 2014.

Brown’s book questions why politicians and public officials only pay lip service to good governance and concludes that, for politicians, it is largely about self-interest. “Politicians and their officials don’t appear to grasp what constitutes good governance – or if and when they do, can’t find ways to make it happen.”

The book describes a welter of bad governance right across Scotland’s public sector including the Water Industry Commission for Scotland, Historic Environment Scotland, Ferguson Marine, Caledonian MacBrayne, Caledonian Maritime (CMAL), Scottish Qualifications Authority, NHS regional boards and the publicly funded University of Dundee.

Tacit acceptance of bad governance in public bodies even managed to find its way into the heart of the SNP, resulting in the theft of £400,000 over a 12-year period.

The NHS, the biggest public body in Scotland, takes up much of Brown’s thesis. He argues that alongside 80 years of unrelenting growth, inspired innovation and excellent clinical and caring reputation, there has developed a dysfunctional relationship with the Scottish government and resultant bad governance.

This, he says, has given rise to bullying and institutional secrecy and a toxic culture. He cites a lack of oversight, lack of accountability, lack of transparency, and lack of financial scrutiny. He says there is an arrogant and a defensive culture with inadequate whistleblowing protection.

“Together, this represents a spectacular systematic failure that should embarrass any government,” he says.

 

NHS Scotland has no formal corporate existence beyond its logo yet has had several chief executives over the last 30 years

How could such an NHS governance black hole have appeared?  Brown points his finger at the very top of the structure. NHS Scotland has no formal corporate existence beyond its logo yet has had several chief executives over the last 30 years.

“It is therefore perhaps unsurprising that this dysfunctionality has seeped down through its 14 regional boards, eight special boards and the 31 health and social care partnerships it has with the nation’s local authorities.”

Swinney has now grasped the stinging nettle of streamlining this bureaucracy.

The book asks whether there is bad governance in the NHS because the regional boards are being regularly second-guessed by the Scottish Government; or are they hampered by not being able to hire and fire their chief executives.

More alarmingly, he asks whether the structure is incapable of overseeing an annual budget of up to £3.7bn.

Alternatively, is bad governance allowed to prevail because board chairs are too weak, chief executives too dominant, board members too inexperienced and boards out of their depth when it comes to major capital projects?

Despite the estimated cost of University Hospital Monklands tripling from £700m to £2.1bn, the NHS Lanarkshire regional board approved the business case in December 2025, only for the Scottish Government to cancel the project six months later on the grounds that it didn’t deliver value for money.

Such confusion of responsibilities makes a mockery of good governance, says Brown.

The former banking chief acknowledges that good governance is not a cure for public sector malaise – but contends that if bad governance is allowed to fester, it becomes an incurable cancer and waste of large amounts of public money.

Brown says with such responsibility for many billions of annual spending, together with many millions of capital spend, these public sector boards should be the most important and prestigious boards in Scotland.

Brown recognises his recommendations may not be the best ones to drive improvements in governance – but it will kick-start a constructive conversation across the political divide. Audit Scotland has confirmed that there are no firm government plans to match public spending commitments to the available resources.  

According to Stephen Boyle, the auditor general, speaking to the public reform committee, the hard part is translating Swinney’s programme for government into delivery.

The plea in Gvrnnc Disemvowelled is that whatever reforms are introduced, they must include a solid commitment to a ‘gold standard’ of governance, without which the Scottish taxpayer will continue to be fleeced.

Ewan Brown’s main recommendations

  • The creation of a real NHS Scotland structure with a highly experienced chair and an outstanding chief executive who is not a career civil servant. This would set a clear leadership structure and function from the top.
  • The number of experienced people interested in joining NHS boards needs to be increased. Brown recommends actively promoting board membership of the 22 health boards as being the most important public service roles in Scotland.  
  • There are too many regional boards for the size of Scotland. Brown recommends a reduction in the number of regional boards from 14 to a maximum of four [John Swinney has indicated just two] and the number of board members to a maximum of 15, of whom up to 10 are non-executive.
  • While the Blueprint for Good Governance in NHS Scotland expects all boards to adopt the document, its provisions are not prescriptive and it has demonstrably not strengthened governance. Brown recommends the replacement of the ‘fundamentally flawed’ Blueprint document with a code that has teeth.
  • Audit Scotland’s findings of toxic culture, bullying, ineffective whistleblowing measures and defensive culture need to be tackled. Brown recommends each board should include a member of staff who is not part of the senior management team. There should be at least two meetings each year between the non-executive directors and staff forums.
  • Brown recommends strengthening governance across the whole of the public sector, which includes chairs of regional health boards receiving performance appraisals by the Director General for Health and Social Care, also known as the chief executive of NHS Scotland. Best practice in the private sector recommends that board appraisals regularly involve external facilitators.
  • Brown recommends the introduction of an independent specialist facilitator to review the performance of the chairs and non-executive members of public sector boards.
  • The private sector’s Corporate Code mandates that there should be a means for staff to raise concerns with confidence and, should they require it, anonymously. The whistleblowing process in the NHS was badly conceived and is badly delivered. Brown recommends strengthening whistleblowing to give staff access to non-executives through the audit and risk committees, with an assurance of anonymity where appropriate.
  • In the NHS, a selection panel interviews and recommends chief executive candidates – but the final decision to appoint rests with a minister. If a chief executive’s position becomes untenable, removal will involve the Scottish Government rather than the chair.  Brown recommends greater involvement of board chairs in the appointment and removal of chief executives.
  • Brown says there has been too much emphasis on boardroom diversity as it relates to ethnicity and inclusivity. Public bodies focus on getting what looks like the right board or structure optically, only to end up with it being sub-optimal operationally. He recommends a diversity of thought, experience and background on all boards.
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