This policy describes the approach to be taken regarding the management of conflicts of interest for trustees and staff who are involved in decision-making processes.
About this policy
This policy applies to all staff and trustees involved in decision making processes and describes the following:
- Legal obligations
- Conflict definitions
- Declaration register
- Data Protection
- Conflicted person actions
- Decision making procedures
- Contract management
- Pages 3-5 of this policy were drafted by Brabners who provide legal support and advice to the National Football Museum. The wording in this draft remains exactly as produced by Brabners (dated 11/03/17) and has not been edited or added to.
- Further details relating to governance and conflicts can be found in section 7 “Benefits and Conflicts” of the NFM Memorandum and Articles 10/04/2018 governing document.
- Sections 3 and 6 in the main body of the policy refer to senior staff, for the purposes of clarity this means anyone with the authority to purchases goods or services. As of the date of this document this includes Senior Leadership Team and Heads of
Department as budget holders. It may be necessary for other staff to declare any personal relationships / family connections as required.
- As detailed in the NFM staff handbook p24-25 and the NFM Anti-bribery policy, all staff, volunteers and contractors are subject to certain obligations.
- Both Trustees and Staff are prohibited from using confidential NFM information for personal benefit.
- Staff who are personally related (family or romantically) may not participate in decisions on pay/ conditions/ performance management of one another.
This policy applies to trustees and senior staff.
1. Why the Museum has a policy
The trustees have a legal obligation, according to the law of England and Wales, to act in the best interests of the Museum, and in accordance with the Museum’s governing document (namely, its Memorandum and Articles of Association) and to avoid situations where there may be a potential conflict of interest.
Conflicts of interests may arise where an individual’s personal or family interests and / or loyalties conflict with those of the Museum. Such conflicts may create problems; they can:
- inhibit free discussion;
- result in decisions or actions that are not in the interests of the Museum;
- risk the impression that the Museum has acted improperly.
The aim of this policy is to protect both the Museum and the individuals involved from any appearance of impropriety.
2. The Museum’s Articles of Association
The Museum’s governing document contains, at article 7, provisions relevant to conflicts of interest that must be complied with. Article 7.2 reads as follows:
| “…any Trustee who becomes a Conflicted Trustee in relation to any matter must: | |
| 7.2.1 | declare the nature and extent of his / her interest before discussion begins on the matter; |
| 7.2.2 | withdraw from the meeting for that item after providing any information requested by the Trustees; |
| 7.2.3 | not be counted in the quorum for that part of the meeting; and |
| 7.2.4 | be absent during the vote and have no vote on the matter.” |
3. The Declaration and Register of Interests
Accordingly, all trustees and senior staff are required to declare their interests, and any gifts or hospitality offered and received in connection with their role in the Museum. A declaration of interests form is provided for this purpose (see Annex 1).
To be effective, the declaration of interests needs to be updated at least annually, and when any material changes occur.
If you are not sure what to declare, or whether / when your declaration needs to be updated, please err on the side of caution. If you would like to discuss this issue, please inform the chair of trustees for guidance.
A Register of Interests shall be maintained by the Museum and used to record all gifts of a value over
£25 and hospitality over £50 received by the trustees and staff.
4. Data protection
The information provided will be processed in accordance with data protection principles as set out in the Data Protection Act 1998 applicable in the United Kingdom. Data will be processed only to ensure that trustees and senior staff act in the best interests of the Charity. The information provided will not be used for any other purpose.
5. What to do if you face a conflict of interest
If you believe you have a perceived or real conflict of interest you should:
- declare the interest at the earliest opportunity;
- withdraw from discussions and decisions relating to the conflict.
The trustees should take special care to ensure that minutes or other documents relating to the item presenting a conflict are appropriately redacted for the person facing the conflict. A balance needs to be made to ensure that the person still receives sufficient information about the activities of the Museum generally without disclosing such sensitive information that could place the individual in an untenable position.
There are situations where you may participate in discussions from which you could indirectly benefit, for example where your benefit is minimal. This action will be agreed by the chair and minuted accordingly.
6. Decisions taken where a trustee or member of staff has an interest
In the event of the trustees having to decide upon a question in which a trustee or member of staff has an interest, all decisions will be made by vote, with a simple majority required. A quorum must be present for the discussion and decision. Interested parties will not be counted when deciding whether the meeting is quorate. Interested trustees may not vote on matters affecting their own interests
All decisions under a conflict of interest will be recorded by the trustees and reported in the minutes of the meeting. The report will record:
- the nature and extent of the conflict;
- an outline of the discussion;
- the actions taken to manage the conflict.
Where a trustee benefits from the decision, this will be reported in the annual report and accounts in accordance with the current Charities SORP applicable to charities registered in England and Wales.
All payments or benefits in kind to trustees will be reported in the Charity’s accounts and annual report, with amounts for each trustee listed for the year in question.
If applicable, where a member of the Charity’s staff is connected to a party involved in the supply of a service or product to the Charity, this information will be fully disclosed in the annual report and accounts.
7. Managing contracts
If you have a conflict of interest, you must not be involved in managing or monitoring a contract in which you have an interest. Monitoring arrangements for such contracts will include provisions for an independent challenge of bills and invoices, and termination of the contract if the relationship is unsatisfactory.