Background
Members of the Board of Governors have a duty to act in the best interests of theUniversity. Staffordshire University benefits from having on its Board of Governorsexperienced and talented people whose skills and connections in the wider community ofteninform their appointment. However, personal and business connections can give rise toconflicts of interest. The existence of a conflict of interest does not in itself reflect on theintegrity or suitability of a person to be a Member, so long as it is properly managed. Thispolicy sets out how the Board manages conflicts of interest and the steps to be taken toensure that any conflicts of interest are disclosed and do not affect decision-making.
When can conflicts of interest arise?
A conflict of interest arises when Members’ personal interests or loyalties could, or could beseen to, prevent them from making a decision only in the best interests of the University.
This usually happens when either:
- There is a potential financial or other benefit directly to a Member, or indirectly through aconnected person such as a spouse, partner, or close relative, or through involvement (forexample as a director, employee or significant shareholder) with a business which maybenefit; OR
- The Member has a competing duty or loyalty towards another organisation or person. Thisis known as a ‘conflict of loyalty’ and can be a problem even if the Member does not gain apersonal or financial benefit. This can arise, for example, where a Member is also a Memberof the Board of Governors of another University or is a trustee of another charity.
Here are some examples of benefits to Members:
- The University buying goods or services from a Member or a connected person or business;
- The University selling goods or services to a Member or a connected person or business;
- The making of payments to the Member or a connected person by the University;
- employment by the University of the Member or a connected person;
- the University in a competitive situation in which a Member may sit on both “Boards”.
Members’ Duties
Members have a duty to identify conflicts of interest, to declare them to the Board ofGovernors and to prevent the conflict of interest from affecting decisions.If a Member is uncertain whether or not he or she is conflicted, it is best to err on the sideof caution, to take advice from the Clerk if required, and usually to declare and discuss itwith the other Members.If a Member is aware of an undeclared conflict of interest affecting another Member, he orshe should notify the Clerk to the Board of Governors, who will notify the Chair.
Helping Members to comply with their duties
These are the procedures in place to ensure Members comply with their duties in this area:
1. Advice and guidance on considering an appointment and throughout tenure of office
2. Annual completion of a Declaration of Interests form (to be attached)
3. The maintenance and disclosure by the Clerk of a register of declared interests
4. Specific declarations of interest in any agenda item to be made at the start of each meeting. (NB This will usually require withdrawal from discussions and voting on therelevant item)