City of Winchester Trust
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The City of Winchester Trust Ltd

INFORMATION PACK FOR
TRUST COUNCIL MEMBERS



07 TRUSTEES CONFLICTS OF INTERESTS POLICY


The purpose of this policy is to avoid and manage any conflicts of interest that may occur between CWT and any Trustee.


Meaning of Conflicts of Interest


1. a. One of the fundamental duties of a charity Trustee is to act always in the best interests of that charity and is part of the duty of loyalty which a Trustee owes to the charity, in this case CWT.


b. One area where that duty may be breached or compromised is when a Trustee’s personal interests conflict with those of CWT or where there is a conflict of loyalties between the loyalty a Trustee owes to a friend or family member or to another charity or other organisation and the loyalty owed to CWT.


2. Personal Interests of Trustees include:


a. Any financial, property, business, employment or other interests of a Trustee, a friend or close member of the family of the Trustee;


b. Any duty of loyalty a Trustee owes to other organisations including charities because he or she is a Trustee, director or in a management or decision making position of those bodies. Membership of other bodies without management responsibilities are less likely to raise questions of conflict but can on occasions do so.


Register of Interests


3. a. The Secretary of CWT will keep a register of the interests declared by Trustees when they are first appointed. If there is any doubt about what to declare Trustees should err on the side of declaration.


b. The register should be updated annually. All Trustees should notify the Secretary of any changes which need to be made to their entries as soon as they occur.


4. As a general principle the law does not allow a Trustee to receive any financial or measurable material benefit from their charity. The Constitution of CWT sets out in the Memorandum those limited circumstances when a Trustee may benefit from CWT. As the constitution was prepared some time ago, around the year 2000, and the significant changes since then to the attitude to conflicts of interest, CWT should be cautious about proceeding with some of the exceptions stated in the Memorandum without taking advice from the Charity Commission.


Preventing conflicts of interest affecting decision making


5. a. Every meeting’s agenda should include a standard item at the beginning for the declaration of any actual or potential conflict of interest.


b. It is the responsibility of a Trustee to declare a conflict of interest in any item to be discussed at a meeting. It is good practice to declare the interest at the beginning of every meeting and certainly before any discussion of the item. If a Trustee is uncertain whether there is a conflict the Trustee should err on the side of declaring it.


c. If a Trustee is aware of an undeclared conflict of interest affecting another Trustee the Trustee should notify the chair or other Trustees.


6. Having identified a conflict of interest, Trustees must consider it so that any potential adverse effect on decision making is eliminated. How they prevent the conflict from affecting decision making will depend on the circumstances.


7. In deciding which course of action to take, Trustees should take the following factors in to account:


• must always make their decisions only in the best interests of CWT;


• should always protect the CWT’s reputation and be aware of the impression that their actions and decisions may have on those outside CWT;


• should always be able to demonstrate that they have made decisions in the best interests of CWT and independently of any competing interest;


• should be aware that the presence of a conflicted Trustee can affect Trust between Trustees, could inhibit free discussion and might influence decision making in some way;


• Trustees cannot use information obtained from CWT for their own benefit or that of another organisation if it has been obtained in confidence.


8. The Trustees may take the following steps in managing a conflicted Trustee:


• require the withdrawal of the conflicted Trustee from any Trustee decision where the conflicted Trustee’s other interest is relevant to a high risk or the Trustee decision is controversial or could significantly affect, or could be seen to significantly affect, the decision making of the Trustees decision making;


• can allow a Trustee to participate where the existence of his or her other interest poses a low risk to taking a decision in the best interests of CWT, or is likely to have only an insignificant bearing on the conflicted Trustee’s approach to an issue;


• The Trustees can, before their discussion, ask a Trustee who is withdrawing, to provide any information necessary to help make a decision in the best interests of the charity.


In deciding what step to take the Trustees should take in to account the factors in paragraph 7.


9 . In a serious conflict of interest avoiding that conflict effecting decision making may mean:


• not pursuing a course of action;


• proceeding with the matter in a different way so that a conflict of interest does not arise;


• securing the resignation of the Trustee affected by a conflict of interests;


• not making a Trustee appointment which will introduce conflicts of interests.


Serious conflicts of interests are rarely likely to arise. If one does so, the Trustees should seek further advice from the Charity Commission’s guidance on conflicts of interest. Similarly, if situations arise of a Trustee receiving a personal benefit, the Trustees should consider the Charity Commission’s guidance and this may include referring the matter to the Charity Commission for express advice.


Property Interests in Winchester


10. A significant part of CWT work involves commenting on development proposals and planning applications in Winchester and adjacent areas. It is important that Trustees who take part in these activities recognise a conflict of interest could arise if they have a personal interest in any property which is near to the site and may be affected by any development proposed. Appropriate consideration and steps should be taken in accordance with this Policy, particularly paragraphs 7 and 8. If the development proposed or planning application is significant and there is a risk of it being controversial, the appropriate step is likely to be the withdrawal of a conflicted Trustee from the room before the item is discussed.


11. Comments on planning applications are routinely delegated by the Trustees to PAG whose members may or may not be Trustees. As decisions are taken in the name of CWT it is important that personal interests in property of all those who sit on a planning panel, whether or not they are a Trustee, are declared and taken in to account and if there is a conflict appropriate steps are taken to avoid or manage the conflict affecting any comments made, in accordance with this Policy, particularly paragraphs 7 and 8. A separate policy/guidance will be prepared and made available to all members of PAG.


Managing Conflicts of Loyalty


12. Where there is a conflict of loyalty and the conflicted Trustee does not stand to gain any personal benefit the conflicted Trustee should declare the interest. The other Trustees must then decide what level of participation, if any, is acceptable on the part of the conflicted Trustee. Ultimately it is for the Trustees to decide whether withdrawal is in the best interests of the charity when this type of conflict has been declared.


The options might include, but are not limited to, deciding whether the Trustee:


• having registered and fully declared the interest, can otherwise participate in the decision;


• can stay in the meetings where the decision is discussed and made but not participate;


• should withdraw from the decision making process having provided any information necessary to help make a decision in the best interests of CWT;


• should withdraw before the matter is discussed without making any contribution.


In deciding which course of action to take, Trustees must consider the factors listed in para 7.


Recording the conflict of interest


13. The Trustees should keep a written record of the decision on any conflicts of interest. The usual way is to record the Trustees’ decisions is in the minutes of their meetings.


Where there is a conflict of interest, the written record of the decision should include:


• the nature of the conflict;


• which Trustee or Trustees were affected;


• whether any conflicts of interest were declared in advance;


• an outline of the discussion;


• whether anyone withdrew from the discussion;


• how the Trustees took the decision in the best interests of CWT.


Recording decisions in this way helps Trustees to show that they have acted properly and complied with their duties.


(This policy is based on the guidance issued by the Charity Commission: ‘Conflicts of interest: a guide for charity Trustees’ dated May 2014. If the Trustees need further guidance, the first step is to refer to this or any subsequent guidance issued by the Charity Commission.)


[Revised March 2016]