AREBT Conflict of Interest Policy
The AREBT must act in the best interests of its members and the public as a professional body. As a Company, Limited by Guarantee, it is also bound by Company Law.
AREBT Trustees, Directors and staff must maintain the highest possible standard of integrity and reject any business practice which may appear improper. They must never use their own authority or position for personal gain, and they should act with impartiality and independence at all times. As a Company Director you must perform a set of 7 duties under the Companies Act 2006:
- You must follow the company’s articles of association and company’s constitution
- You must act in the company’s best interests to promote its success
- You must not allow other people to control your powers as a Director. You can accept advice but must use your own independent judgement to make final decisions
- You must exercise reasonable care, skill and diligence: you must perform to the best of your ability
- You must avoid conflicts of interests: situations where your loyalties might be divided. You should tell other Directors and members about any possible conflict of interest and follow any process set out in the company’s articles or associations or policies. This duty continues to apply if you’re no longer a Director. You must not take advantage of any property, information or opportunity you became aware of as a Director
- You must not accept benefits form a third party that are offered to you because you are a Director. This could cause a conflict of interest. The company may allow you to accept a benefit like reasonable corporate hospitality, if it’s clear there’s no conflict of interest.
- You must tell the other Directors and members if you might personally benefit from a transaction the company makes. For example, if the company plans to enter a contract with a business owned by a member of your family
- Other duties you must perform as a company director include: not misusing the company property and keeping confidentiality about the company’s affairs
Why we have a policy?
This policy applies to Trustees, Directors and staff.
Trustees and Directors have a legal obligation to act in the best interests of the AREBT: In accordance with AREBT’s articles of association, and to avoid situations where there may be a potential conflict of interest. [Staff and other volunteers have similar obligations].
Conflicts of interests may arise where an individual’s personal or family interests and/or loyalties conflict with those of the AREBT. Such conflicts may create problems that:
- inhibit free discussion;
- result in decisions or actions that are not in the interests of AREBT or
- risk the impression that AREBT has acted improperly.
The aim of this policy is to protect both the organisation and the individuals involved from any impropriety or appearance of impropriety.
The Declaration of Interests
Accordingly, we ask Trustees, Directors and staff to regularly declare their interests, and any gifts or hospitality (over £10) offered and received in connection with their role in AREBT. If you are not sure what to declare, or whether/when your declaration needs to be updated, please err on the side of caution.
A conflict-of-interest item will also be recorded as a standing item on the Agenda for all Board meetings.
The information provided will be processed in accordance with data protection principles as set out in the Data Protection Act 2018. Data will be processed only to ensure that Trustees, Directors and staff act in the best interests of AREBT. The information provided will not be used for any other purpose.
What to do if you face a conflict of interest?
If you believe you have a real or perceived conflict of interest you should:
- declare the interest at the earliest opportunity
- withdraw from discussions and decisions relating to the conflict.
The secretary 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 organisation generally without disclosing such sensitive information that could place the individual in an untenable position.
If you fail to declare an interest that is known to the Honorary Secretary and/or the Chair of the Board, then the Honorary Secretary and/or Chair will declare that interest.
Decisions taken where a Trustee, Director or member of staff has an interest
In the event of the board having to decide upon a question in which a Trustee, Director or member of staff has an interest, all decisions will be made by vote, with a simple majority. A quorum must be attained for the discussion and decision; interested parties will not be counted when deciding whether the meeting is quorate. Interested board members may not vote on matters affecting their own interests. All decisions under a conflict of interest will be recorded by the Honorary Secretary and reported in the minutes of the meeting. The report will record:
- the nature and extent of the conflict;
- an outline of the discussion; and
- the actions taken to manage the conflict.
Where a benefits from the decision, this will be reported in the annual report and accounts.
All payments or benefits in kind to Trustees/Directors will be reported in the AREBT accounts and annual report, with amounts for each trustee listed for the year in question.
Where a member of AREBT’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.
Independent external moderation will be used where conflicts cannot be resolved through the usual procedures.
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.