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Conflicts of Interest

1. What our constitution says about conflicts

Rules 4.1 says that: The Trustees and members of the Club’s Management Committee must act with integrity and avoid personal conflicts of interest.

 

2. What does this mean*

It means that you must exercise your powers and perform your functions in your capacity as a trustee of the Club in the way which, in good faith, you decide would be most likely to further the purposes of the Club. Anything which – even subconsciously – might impact on your ability to do that duty is a conflict of interest and must be declared.

 

3. What must you do?

 As a trustee of the WMBC you must:

  1. declare the nature and extent of any interest, direct or indirect, which you have in a proposed transaction or arrangement with the Club or in any transaction or arrangement entered into by the Club which has not previously been declared;

  2. absent yourself from any discussions of the trustees in which it is possible that a conflict of interest will arise between your duty to act solely in the interests of the Club and any personal interest. “Personal interest” has a wider meaning than mere financial interest;

  3. If you do absent yourself from any discussions on an issue, you must not vote or be counted as part of the quorum in any decision of the charity trustees on the issue;

 

4. What the law says about conflicts

It is your personal responsibility as a trustee to declare any conflict of interest of which you are aware. These may not only be your own business or personal interests but those of someone close to you – such as your spouse or partner, other family members or close relatives or a business partner. They may also be of another charity or voluntary organisation that might benefit from the Club. It is therefore also your responsibility to understand when a conflict of interest might arise. If in doubt, the potential conflict must be disclosed to fellow trustees and discussed prior to the agenda item in question.

 

5. Understanding when conflicts arise

  1. There is a conflict of interest if there is a POSSIBILITY that a trustees personal or wider interests COULD influence their decision making. The conflict may involve a FINANCIAL interest or be a clash of competing LOYALTIES.

  2. Direct financial conflicts are reasonably straightforward. If the trustee or any member of their family, a close relative or a business with which they are associated, or a business partner, will receive any kind of financial benefit as a result of a proposed transaction, that is a direct conflict - even if the goods or services to be purchased are offered at a bargain price.

  3. Indirect conflicts and conflicts of loyalties may be less obvious. For example - a trustee who is a member or supporter of another charity or similar organisation which might benefit from or be adversely affected by, an agenda item, has an indirect conflict.

 

6. Managing conflicts of interest

  1. All trustees will receive training on identifying conflicts of interest and how to respond to them.

  2. A register of trustees’ interests will be maintained. All trustees will be required to disclose the names of all businesses, charities and other organisations they and members of their families are associated with and any other interests that might give rise to a conflict of loyalties. To the extent that it is possible to do so without exposing trustees to risk, or jeopardising commercial or similar sensitivities, the register will be made public.

  3. Declaration of conflicts of interest will be a standing agenda Item for trustee meetings.

  4. Where a potential conflict of interest is disclosed but the trustees as a whole decide that there is no actual conflict, that decision together with the reasons for it will be minuted.

 

7. Trustee benefits

  1. The general rule is that a trustee may not benefit from his or her trusteeship. For this purpose, ‘benefit’ means:

    1. buying or receiving goods or services from the Charity on preferential terms

    2. selling goods, services, or any interest in land to the Charity

    3. being employed by, or receiving any remuneration from, the Charity

    4. receiving any other financial benefit from the Charity including rent from properties let to the Charity or interest on loans made to the Charity where the rate of intertest is higher than Bank of England base rate.

  2. While our Rules do not provide any exceptions to this general principle, charity law as exemplified in paragraphs 6.2.to 6.4 and 30 of the model constitution for a CIO does provide some limited exceptions. The material parts of those provisions are set out in the Appendix to this policy. Permission for a trustee to receive benefits may also be given by the Charity Commission or the court.

 

  1. Only the Charity Commission or the court can authorise a benefit which will be received by a majority of the trustees.

 

  1. Keeping the policy relevant

 

  1. This policy will be of no value unless actively applied, monitored and enforced. It is the duty of each trustee not only to adhere to the policy themselves but also to ensure that other trustees adhere to it. Any trustee who is found to have failed to disclose a material conflict of interest will be required to resign as a trustee unless the other trustees are unanimously of the opinion that the failure was merely an error of judgment and neither the trustee nor a member of their family has gained financially as a result.

 

  1. Like all policies of the Charity, this policy will be reviewed annually or more frequently if experience should suggest that it is not serving its intended purpose.

 

APPENDIX

 

6(2) Scope and powers permitting trustees’ or connected persons’ benefits

 

  1. …..

 

  1. A charity trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the Charity where that is permitted … (by) sections 185 to 188 of the Charities Act 2011.

  2. Subject to sub-clause (3) of this clause, a charity trustee or connected person may provide the Charity with goods that are not supplied in connection with services provided to the Charity by the charity trustee or connected person.

  3. …..

  4. A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the Charity. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.

 

  1. …..

 

(3) Payment for supply of goods only – controls

 

The Charity and its … trustees may only rely upon the authority provided by sub-clause

 

(2)(c) of this clause if each of the following conditions is satisfied:

  1. The amount or maximum amount of the payment for the goods is set out in a written agreement between the Charity and the charity trustee or connected person supplying the goods (“the supplier”).

 

  1. The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.

  2. The other charity trustees are satisfied that it is in the best interests of the Charity to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so.

 

  1. The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the Charity.

  2. The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting.

  3. The reason for their decision is recorded by the charity trustees in the minute book.

  4. A majority of the charity trustees then in office are not in receipt of remuneration or payments authorised by clause 6.

 

  1. In sub-clauses (2) and (3) of this clause:

 

(a) …

 

  1. “connected person” includes any person within the definition set out in clause 30 (Interpretation);

 

 

  1. Interpretation In this constitution:

 

“connected person” means:

 

  1. a child, parent, grandchild, grandparent, brother or sister of the charity trustee;

 

  1. the spouse or civil partner of the charity trustee or of any person falling within sub-clause (a) above;

 

  1. a person carrying on business in partnership with the charity trustee or with any person falling within subclause (a) or (b) above;

 

  1. an institution which is controlled –

 

  1. by the charity trustee or any connected person falling within sub-clause (a), (b), or (c) above; or

  2. by two or more persons falling within sub-clause (d)(i), when taken together

 

  1. a body corporate in which –

 

  1. the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or

  2. two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest. Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution

 

* Paras 2 and 3 are derived from the model constitution for a Charitable Incorporated Organisation

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