Conflicts of Interest Policy

Conflicts of Interest Policy

Policy date: 11 May 2022

  1. Clause 12 of the Constitution of the Society provides that:

No member of the Executive Committee[1] may acquire any interest in property belonging to the Charity[2](otherwise than as a trustee of the Charity) or receive remuneration or be interested (otherwise than as a member of the Executive) in any contract entered into by the Executive Committee.

This policy expands upon the above provision.

  1. Definition of a conflict of interest

In this policy, a conflict of interest is any situation in which the personal interests of Executive Committee[3]members seem to conflict with those of the Society. This personal interest can be direct or indirect. It can include interests of parties connected to the Committee member (see the definition of connected person in section 3). It can include the location of the residential or business premises of the Committee member.

A direct interest would arise in the following example. The Society wants to contract for a memorial and a Committee member who owns an art studio gets the contract to design the memorial. This is a direct financial benefit.

An indirect interest would be if a Committee member does not own the art studio but has shares in it and stands to benefit indirectly from any profit made.

  1. Definition of a connected person

Under charity law, a connected person includes the following:

  • a child, parent, grandchild, grandparent, brother, or sister of the trustee;
  • the spouse or civil partner of the trustee or of any person listed above;
  • a person carrying on business in partnership with the trustee or with any person listed above.
  • an institution which is controlled by the trustee or by any person listed above; and
  • a body corporate in which the trustee or any connected person, listed in any of the first three points above has a substantial interest.

In addition, the Society regards a person to be a connected person if they have a similarly close relationship to a Committee member, even though they do not fall into one of the above bullet-points.

The provisions of this paragraph are not exhaustive. If a member of the Executive Committee is in any doubt as to whether a person, business, institution, or body corporate is a connected person, they should declare it to the Committee, as described in paragraph 4 below.

  1. Management of conflicts of interest

A standing item requiring Committee members to declare any actual or potential conflicts of interest of which they are aware will be taken at the beginning of every Committee meeting. In addition, should a Committee member during a Committee or sub-Committee meeting becomes aware of an actual or potential conflict of interest, they should declare it immediately. Upon the making of such a declaration, the other members may decide to take no action, or may require the member concerned to withdraw from later parts of the deliberations of the Committee on the matter in question; or the Committee member concerned may consider that as they cannot impart confidential information, they will withdraw from the entire discussion on the matter in question.

  1. Involvement of a Committee member for joint work with another organisation

Where the Committee is considering a formal proposal for joint work on a project between the Society and another organisation, any Committee member with a link to that organisation shall behave as above. This does not apply to initial discussions within the Society about the possibility or feasibility of joint work. Where bilateral explorations take place, a Committee member with links to the other party should make this known to the Committee and should normally avoid representing the Society in negotiations. It is however acceptable for a Committee member to facilitate links and joint working, provided that the connection to the other organisation is made known.

[1] See clause 10 of the Constitution of the Society. As a matter of charity law, the members of the Executive Committee are charity trustees.

[2] The Canterbury Commemoration Society, see clause 1 of the Constitution of the Society.

[3] Hereinafter referred to as “the Committee”.