The Trustees of the Bulphan Village Hall CIO will undertake to make every effort to identify, manage, and, where possible, avoid any conflict of interest between the interests of BVH CIO on the one hand, and personal, professional, and business interests of any other person on the other. This includes avoiding actual conflicts of interest as well as the perception of the existence of possible conflicts of interest.
The purpose of this policy is to protect the integrity of BVH CIO’s decision-making process, to enable all persons to have confidence in the integrity of BVH CIO, and to protect the integrity and reputation of the Trustees and any other persons associated with the BVH CIO.
Scope of this Policy
This policy is directed at any person who is acting in the capacity of a trustee, any person who is not a trustee but is performing a role or function that relates to the operation of the BVH CIO, or any person who provides a service to the Charity. The purpose and scope of this policy is intended to ensure that any conflicts of interest are identified and managed appropriately. The reference to ‘any person’ applies equally to any ‘connected person’.
Ultimately, whilst this policy provides certain examples of potential Conflicts of Interest it is not possible to define all the circumstances which may lead to such a conflict of interest arising. It is the responsibility of each individual Trustee to declare any matters which he or she feels may present actual or potential conflicts, or the perception of such conflicts. If there is any doubt, the policy of the BVH CIO is to make a declaration. Please refer to the section entitled “Disclosure” below.
In the unlikely event that there is an interpretational discrepancy between the BVH CIO’s Conflict of Interest policy and the Guidance Note “Conflicts of Interest: A Guide for Charity Trustees” published by the Charity Commission then the Commission’s guidance will take precedence.
What is a Conflict of Interest?
“A conflict of interest is any situation in which a Trustee’s personal interests, or interests, which they owe to another body, and those of the Charity arise simultaneously or appear to clash. The issue is not the integrity of the person concerned, but the management of any potential to profit from a person’s position within BVH CIO, or for a person to be influenced by conflicting loyalties. Even the appearance of a conflict of interest can damage the standing and reputation, so conflicts need to be managed carefully.”
Types of Interest which May Give Rise to Conflict
A. Financial Benefits of Interest
Direct financial benefits or interests include, for example, payments made to a Trustee for the provision of services or the situation where a company of which the Trustee is connected, may be considered for a contract to provide services by the Charity. Other examples of financial interest may include the sale of land or the use of a Trustee’s property by the Charity, or granting of loans by the Trustees to the Charity. Conflicts of interest in such cases are particularly serious and any financial benefit requires the appropriate authorisation(s), and could, in extremis, require an authorisation by the Commission itself.
Indirect financial interests may arise where such potential financial benefits accrue to a close member of the Trustee’s family, or even a friend, business partner or colleague. In this regard the Charity Commission’s guidance on connected persons where a payment to somebody or persons other than the trustee but where a close relationship exists has to be taken fully into account.
Not all payments made to Trustees need to be authorised by the governing document, the Commission or the Courts. It is perfectly acceptable to repay reasonable out of pocket expenses to Trustees. Any costs that are necessary to allow a Trustee to carry out his or her duties as a Trustee can be classed as expenses and recovered from the Charity or met directly by the Charity.
The relevant guidance states that Trustees cannot receive any benefit from their Charity in return for any service they provide to the Charity unless the governing document specifically allows such payments to be made. BVH CIO governing documents specifically allow for reasonable and proper payments to be made provided that the Trustee body has reviewed and accepted that the payment is appropriate, that is consistent with market tested rates (of payment), and it is in the best interests of the Charity for such a payment to be made.
B. Non-financial Benefits or Interests
These would include a situation where a Trustee directly or indirectly benefits from activities undertaken by BVH CIO such as, for example, where a Trustee’s business might sponsor an event. In these circumstances, the Trustee’s business would potentially derive a non-financial benefit from the sponsorship (in the nature of public relations exposure) and a conflict of interest would therefore arise between the Trustee’s business interests and his/her role as a Trustee. Conflicts of this nature would need to be identified and managed in accordance with the procedures described below.
C. Conflicts of Loyalties
Upon appointment each Trustee will make a full, written disclosure of interests (see appendix 1), such as relationships, and posts held, that could potentially result in a conflict of interest. This written disclosure will be kept on file and will be updated annually or as appropriate.
Handling a Conflict of Interest
In the course of meetings or activities, Trustees will disclose any interests in a transaction or decision where there may be a conflict between the organisations’ best interests and the Trustee’s best interests or a conflict between the best interests of two organisations that the Trustee is involved with. If in doubt, the potential conflict must be declared anyway and clarification sought.
In the case of a conflict of interest arising for a Trustee because of a duty of loyalty owed to another organisation or person and the conflict is not authorised by virtue of any other provision in the memorandum or the articles, the “unconflicted” Trustees may authorise such a conflict of interests where (any of) the following conditions apply:
- The Charity Commission’s permission is sought before a benefit for a Trustee may be authorised that isn’t otherwise authorised in the Memorandum of Articles or already authorised in writing from the Commission;
- The Trustee who has declared the conflict of interest withdraws from the part of the meeting at which there is discussion of any arrangement or transaction affecting that other organisation or person;
- The Trustee who has the conflict of interest does not vote on any such matter and is not to be counted when considering whether a quorum of Trustees is present at the meeting;
- The other Trustees who have no conflict of interest in this matter consider it is in the interests of the Charity to authorise the conflict of interest in the circumstances applying.
Any such disclosures, a brief description of the discussion and the subsequent decisions and actions taken must be noted in the minutes.
For all other potential conflicts of interest, the advice of the Charity Commission will be sought and the advice recorded in the minutes. All steps taken to follow the advice will be recorded.
This policy is meant simply to reinforce good behaviours, supplement good judgment, and all persons should respect its spirit as well as its wording.
David Hale, Chair, Bulphan Village Hall CIO
Date Adopted: ______________________
Appendix One: BVH CIO Declaration of Interest Form
I _________________________________ have set out below my interests in accordance with the BVH CIO’s Conflicts of Interest Policy
|Category||Please give details of the interest and whether it applies to yourself or, where appropriate, a connected person|
|Details of any current employment or any previous employment which could give rise to a conflict of interest.|
|Details of any services provided to the charity where I (or a person connected to me) receive payment or benefits|
|Appointments (voluntary or otherwise) such as trusteeships, directorships, local authority membership, tribunals etc., which could give rise to a conflict of interest.|
|Memberships of any professional bodies, special interest groups etc., which could give rise to a conflict of interest.|
|Any other people, organisations, companies, or institutions, with whom I am connected (under Charity or Company Law) who I have not already referred to elsewhere on this form.|
|Gifts or hospitality offered by external bodies who provide services to BVH CIO (financial or otherwise) and whether this was accepted or declined.|
|Any other conflicts that are not covered above where there could be perceived to be conflicts of interest|