Purpose
Trustees have a legal duty to act only in the best interests of Conger Hill Trust when making decisions on behalf of the charity.
Conflicts of interest can arise where a trustee's personal interests, relationships or responsibilities to another person or organisation could affect, or could reasonably be perceived to affect, their ability to make a decision solely in the best interests of the Trust.
The purpose of this policy is to ensure that conflicts are identified, declared, managed and recorded appropriately and that decisions made on behalf of the Trust are fair, transparent and in the Trust's best interests.
The Trust's constitution requires trustees to declare interests and sets out circumstances in which a conflicted trustee must withdraw from decision-making.
Scope
This policy applies to all trustees of Conger Hill Trust.
Relevant parts of the policy also apply to volunteers and other people acting on behalf of the Trust where a personal interest or relationship could influence their actions or decisions.
Trustees and volunteers are expected to be open about potential conflicts. Declaring an interest does not necessarily mean that anything improper has occurred. The purpose of declaring an interest is to allow it to be managed properly.
Types of conflict
Conflicts of interest
A conflict of interest may arise where a trustee, volunteer or someone connected to them could obtain a personal, financial or other benefit from a decision or activity of the Trust.
Examples may include:
- the Trust considering buying goods or services from a trustee or a business connected with them;
- a decision affecting the employment or payment of a trustee or connected person;
- the disposal of Trust property to someone connected with a trustee;
- a trustee receiving a gift, benefit or opportunity because of their position; or
- a decision which could otherwise result in a personal financial advantage or disadvantage.
The Trust's constitution places specific restrictions on benefits provided to trustees and connected persons.
Conflicts of loyalty
A conflict of loyalty can arise even where there is no financial benefit.
This may occur where a trustee's duty or loyalty to another organisation, employer, family member, friend or other person could influence, or reasonably appear to influence, their judgement on behalf of Conger Hill Trust.
Being involved with another charity, community organisation, public body or business does not itself create a problem. The potential conflict arises where the interests of that organisation or relationship overlap with a decision being made by the Trust.
Register of Interests
The Trust will maintain a Register of Interests for trustees.
Each trustee must complete a declaration of interests when appointed and review their declaration at least annually.
The declaration should include interests that could reasonably give rise to a conflict, including relevant:
- employment and business interests;
- trusteeships and directorships;
- significant roles in other charities or community organisations;
- businesses or organisations in which the trustee has a significant financial interest; and
- relevant interests of close family members or connected persons where these could create a conflict.
Trustees must notify the Chair of any material change to their declared interests rather than waiting for the annual review.
The purpose of the register is to identify potential conflicts. Trustees are still responsible for declaring a conflict relating to a particular matter even if the underlying interest already appears on the register.
Declaring and managing conflicts
Trustees must declare any actual or potential conflict of interest as soon as they become aware of it.
At the beginning of each Board meeting, trustees will be given an opportunity to declare interests relating to matters on the agenda. A trustee must also declare a conflict if it becomes apparent later in the meeting.
Where a conflict exists, the remaining unconflicted trustees will determine how it should be managed, having regard to the Trust's constitution.
Depending on the circumstances, this may include:
- recording the interest but allowing the trustee to participate where there is no material conflict;
- allowing the trustee to provide factual information before withdrawing;
- requiring the trustee to withdraw from the discussion;
- preventing the trustee from voting on the matter; or
- excluding the trustee from receiving particular confidential information relating to the decision.
Where the constitution requires a trustee to withdraw, the trustee must not vote on the matter and must not be counted in the quorum for that part of the meeting.
A conflicted trustee must not attempt to influence the decision informally outside the meeting.
Recording conflicts and decisions
The minutes of a trustee meeting must record:
- the nature of any conflict declared;
- which trustee declared it;
- how the conflict was managed;
- whether the trustee withdrew from discussion or voting; and
- the decision reached by the remaining trustees.
Where a relevant decision is made outside a meeting, the conflict and the steps taken to manage it must also be appropriately recorded.
The Trust's constitution requires records to be kept of trustee meetings and decisions.
Relationships and professional boundaries
Trustees and volunteers must maintain appropriate professional boundaries in their relationships with beneficiaries and service users.
A trustee or volunteer must not use their position within Conger Hill Trust to seek personal, financial or other advantage from a service user, or allow a personal relationship to improperly influence decisions about the support or services provided by the Trust.
Where a trustee or volunteer has a close personal, family, financial or other significant relationship with a service user, they must declare this where it could reasonably affect, or be perceived to affect, their judgement or actions on behalf of the Trust.
Where appropriate, another trustee or volunteer should deal with decisions concerning that individual.
Particular care must be taken where a service user may be experiencing financial hardship or other circumstances that could create an imbalance of power or dependency.
Trustees and volunteers must not lend money to, borrow money from, enter into private financial arrangements with, or solicit gifts or other personal benefits from service users in connection with their role at the Trust.
Nothing in this policy prevents trustees or volunteers from having ordinary friendships, community relationships or pre-existing relationships with people who use the Trust's services. Such relationships must not affect the fair and proper operation of the Trust or result in preferential treatment.
Any safeguarding concerns arising from a relationship with a service user must be dealt with in accordance with the Trust's Safeguarding Policy.
Fair treatment of service users
Trustees and volunteers must not use personal relationships, friendships, disagreements or other interests to give preferential or less favourable treatment to a service user.
Access to food, support or other services provided by the Trust must be determined in accordance with the rules and arrangements applying to the service concerned.
Trustees and volunteers who themselves use a service provided by the Trust must do so on the same terms as other service users and must not use their position to obtain priority, additional entitlement or other preferential treatment.
Gifts and hospitality
Trustees and volunteers must not solicit gifts, hospitality or personal benefits from suppliers, service users or other people or organisations dealing with the Trust.
Small, occasional gifts of nominal value may be accepted where refusing them would be unreasonable or discourteous and where acceptance could not reasonably be perceived as influencing a decision.
Gifts, hospitality or benefits of more than nominal value must be declared to the Chair.
Cash gifts offered personally to a trustee or volunteer in connection with their role must not be accepted. Where someone wishes to make a financial contribution, they should be directed to make a donation to Conger Hill Trust through the Trust's normal donation arrangements.
Trustees must exercise particular caution where a gift or hospitality is offered by an existing or prospective supplier, funder or other organisation with which the Trust may make a financial or contractual decision.
Purchasing and related-party transactions
Trustees and volunteers involved in purchasing must disclose any personal connection with a supplier or potential supplier.
A trustee must not use their position to direct Trust business towards themselves, a family member, friend or connected business without the relationship being fully disclosed and the transaction being considered in accordance with the Trust's constitution and Internal Financial Controls Policy.
Where the Trust enters into a permitted transaction involving a trustee or connected person, the decision and the reasons for considering it to be in the Trust's best interests must be properly recorded.
A conflicted trustee must not approve a payment to themselves or a connected person.
Failure to declare an interest
A failure to declare a relevant interest may undermine the Trust's decision-making and may constitute a breach of a trustee's duties or, for a volunteer, a breach of the Trust's Volunteer Policy and Code of Conduct.
Where the Board becomes aware that an interest was not properly declared, it will consider whether the decision affected by the conflict should be reviewed and whether any further action is required.
Deliberate concealment of a significant conflict will be treated seriously.
Review
The Board of Trustees will review this policy at least annually and following any significant conflict or governance issue which indicates that the policy or the Trust's procedures should be changed.
Trustees will review and update their Register of Interests declarations at least annually.
The Board may issue additional procedures or guidance to support the operation of this policy where appropriate.