Introduction

1.1This guidance is intended to help Board, Committee, Advisory Panel and Staff Members understand why a Conflict of Interest Policy is needed and how this operates within the context of our Code of Conduct. As part of the governance of the WCVA it is a requirement that we have a well documented, managed policy and regularly report and act on any potential conflict of interest.

1.2In order to minimise the chance of the public at large perceiving that funding decisions have been influenced by the personal interest of, or by the specific information available to, any Board, Committee, Advisory Panel or Staff Member a number of rules and procedures have been adopted which are described below. Board, Committee Members and Advisory Panel Members who do not comply with these may be required to resign. Likewise any Staff Member who potentially brings the organisation into disrepute by not following this policy may be subject to disciplinary action.

2.Registration of Interests

2.1All Board, Committee, Advisory Panel and Staff Members must declare any personal or business interests or involvement with private sector, public sector and voluntary, community or charitable organisations.

2.2The Chief Executive is required to maintain a Register of Interests. When a Board, Committee or Staff Member is appointed, they will be required to complete a Declaration of Interest Form (and to review it at least annually thereafter).The Register of Interests lists direct or indirect pecuniary or non-pecuniary interests which members of the public might reasonably think could influence Board, Committee, Advisory Panel or Staff Members’ judgement. This includes links through close family members (such as partners, parents, children, brothers, sisters and the partners of any of these) and persons living in the same household. The information supplied on this form is used by the Company Secretary and the HR Manager to make the relevant entries in the Register of Interests.

2.3The Company Secretary maintains the Register for all Board, Committee and Advisory Panel Members. Board, Committee and Advisory Panel Members should provide any changes to their declaration to the Company Secretary. The HR Manager maintains the register for all Staff Members. Staff Members should provide any changes to their declaration to the HR Manager.

2.4The Register of Interests is open to public inspection. When declaring an interest the rule of thumb is that if members of the public, knowing the facts of the situation, would reasonably conclude that the interest involved might influence the approach taken to an application for funding or a named contact, then it should be declared. If in doubt, advice should be sought from the Company Secretary. The following documents are attached.

  • Trustee Declaration of Interest Form.
  • Advisory Panel Declaration of Interest Form
  • Staff Declaration of Interest Form
  • Specimen Register of Interests maintained by Company Secretary of WCVA
  • Code of Conduct for Trustees and Advisory Panel Members
  • Extract from statement of particulars, detailing the Code of Conduct for staff.

3.Identifying and dealing with conflicts of interest

Private Financial Interests

3.1Board, Committee, Advisory Panel or Staff Members must scrupulously avoid any danger of actual or apparent conflict of interest between their position in WCVA and their private financial interests. Such a conflict could arise:

i)from the exercise of powers or other influence in a way that does or could be considered to affect the value of the interests held; or

ii)from using special knowledge acquired in the course of their activities at WCVA in ways which could bring benefit or avoid loss (or could arouse reasonable suspicion of this) in relation to their private financial interests.

3.2This is not intended to inhibit Board, Committee or Advisory Panel Members with wide experience of industry, a profession or some other walk of life from carrying out their role. In order to avoid the danger of an actual or perceived conflict of interest, Board and Advisory Panel Members should be guided in relation to their financial interests by the general principle that they should either consider disposal of any financial interest giving rise to the actual or perceived conflict or take alternative steps to negate the conflict.

3.3If the Board, Committee or Advisory Panel Member is unwilling or unable to dispose of a relevant interest, he or she should consider, with the advice of the Chair and the Chief Executive and, where necessary, with other legal or financial advice, what alternative measures would sufficiently remove the risk of conflict.

3.4There are steps other than a disposal which may be taken in relation to financial interests. For example, Board, Committee and Advisory Panel Members could consider placing all relevant investments (including derivatives) into a bare trust; that is one where the Member is not informed of changes in investments or the state of the portfolio, but is still entitled to both the capital and income generated. Where the financial interests have been placed in such a trust, the Member must continue to avoid any involvement in relevant discussion and decision making at the Board, Committee or Advisory Panel and declare his/her interest.

Personal interests

3.5Board, Committee, Advisory Panel and Staff Members should adhere to the following principles:

  1. Members should not use information gained in the course of public service for personal gain, or seek to use the opportunity of public service to pursue their private interests.
  2. Members who misuse information gained by virtue of their position may be liable for breach of confidence under common law.
  3. When considering applications for funding, Members must consider every application on its merits and never be influenced by personal interests.
  4. Members who are in any way connected with an application for funding personally or through a close family member should consider whether a member of the public or press, knowing of the situation, could reasonably conclude that their involvement or interest in an application might have influenced its chances of being funded or not being funded. If a Member in this position believes that such a conclusion could be reached they should declare their interest. This includes, but is not limited to:
  5. Members of the Board of trustees, council, management committee, or other governing body of an organisation applying for or receiving financial assistance from WCVA.
  6. A financial stake such as ownership of the land or property, shareholding in, or employment in, such an organisation.
  7. A financial interest in a company / business with which WCVA has, or is proposing to have, any contractual relationship.

4.Declaration of Interest form

4.1When appointed all Staff Members are asked to complete a Staff Declaration of Interests form, a copy of which is attached. Board, Committee and Advisory Panel Members are asked to complete the Trustee or Advisory Panel Declaration of Interest form, a copy of which is also attached. All significant connections with bodies eligible to apply for funding from WCVA, or connections with actual or potential suppliers of goods and services to WCVA, should be recorded for Members and their immediate family. Any pecuniary interests or associations with organisations who may tender or be involved in work or contracts with WCVA should also be declared. Members should consult the Chair and the Chief Executive if there is any doubt as to the strength of the link requiring declaration. Interests spanning the past five years must be declared.

4.2Staff should notify the HR Manager of any changes to the information supplied on their Register of Interests form. The HR Manager keeps a central register which is open to public inspection on request.

4.3Board, Committee and Advisory Panel Members should notify the Company Secretary of any changes to the information supplied on their Trustee/Advisory Panel Declaration of Interests form. The Company Secretary maintains the Register of Interests which is open to public inspection.

5.Declaring an interest at Board,Committee or Panel meetings

Conduct in meetings

5.1Board, Committee, Advisory Panel or Staff Members should consider any agenda items which could present a potential conflict of interest, or be perceived as such. The agenda for each meeting will include an item early in the meeting to enable interests to be declared. Board and Advisory Panel Members should discuss the potential conflict of interest with the Chair and Chief Executive in advance of the Board/Panel meeting.

5.2The Chair and the Chief Executive will advise any Board and Advisory Panel Member that declares a potential conflict of interest on how the matter should be handled. In the event of a dispute the Chair’s decision will be final. In the event of the Chair identifying a personal conflict of interest, it should be discussed with the Chief Executive, who will advise the Chair on how the matter should be handled.

5.3Board, Committee, Advisory Panel or Staff Members should declare at the start of the meeting if they have an interest, pecuniary or other, in a matter being considered. They should include the interests of close family members (such as partners, parents, children, brothers and sisters and the partners of any of these) and persons living in the same household. They should consider whether they also need to disclose relevant interests of other connected persons. If in doubt, they should declare the interest. All declared interests will be recorded in the minutes.

5.4Board, Committee, Advisory Panel or Staff Members should not take part in discussions or decisions if they have either a direct pecuniary interest in the matter under consideration, or any other clear and substantial interest (such as membership of a charity or voluntary body). In such circumstances they may be asked to leave the meeting while the matter is being discussed. If the interest is not direct, the Member may remain in the meeting at the Chair’s discretion. The test should be whether a member of the public, knowing the facts of the situation, might reasonably think that a particular interest could influence the judgement of other Members present. This covers both grant-making activities and also any other Board activities, for example in relation to tenders or consultancies. The nature of the interest and the reasons for the Chair’s decision must be noted in the minutes of the meeting.

Declarable and disqualifying interests

5.5The Chair of the meeting, in conjunction with the most senior officer present (the Chief Executive, Director, other Board Member or lead Staff Member) should come to a view about the significance of the association being declared. It is not always easy to decide whether an interest is disqualifying or merely declarable. The reasonable perception of others is the practical test which should be applied. As a general rule, Members should err on the side of caution and have particular regard to the level of their involvement, whether it is personal/family, pecuniary or professional. If time allows and the interest is known before the meeting, the Chair of the Board, Committee or Advisory Panel should meet with the Member concerned (and the Chief Executive or other Director or lead Staff Member) to discuss the nature of the association and come to a view about its significance.

Definitions

5.6In summary the two categories of interests are:

(a)Declarable and disqualifying association

This is when the interest is sufficiently substantial to prevent the Member participating in the discussion or decision in any way. The Member should leave the room for that item, and their departure (and return) should be recorded in the minutes. For an interest to be disqualifying it would normally only have to span the past three years, although the interest will still remain declarable for the further two years. Also, there may be particular instances where, under the ‘reasonable perception of others’ test, it remains a disqualifying interest for the full five years.

(b)Declarable, but not disqualifying

This is when the Member’s interest should be declared and minuted, but the Member can still participate in the discussion and provide relevant information. The Member may also take part in decision making. For example, a Board, Committee or Advisory Panel Member may be involved with another grant maker which has assessed and / or funded a project from an organisation applying to WCVA. If the Member was involved as a trustee or Board Member, but not in an executive capacity, this should then be a declarable but not disqualifying association.

5.7The directions on financial and other interests of Board, Committee, Advisory Panels and Staff Members apply equally to all Board, Committee, Advisory Panel and other working group meetings.

6.The removal of Board, Committee and Advisory Panel Members

6.1If a Board, Committee or Advisory Member is found to have failed to follow the guidelines set out in the Conflicts of Interest Policy, they may be asked to resign.

6.2If a Staff Member is found to have failed to follow the guidelines set out in the Conflicts of Interest Policy, WCVA may consider following the Disciplinary Policy.

7.Discussion of funding initiatives and or grants by a Panel /Committee

7.1The following paragraphs are relevant to conflicts and declarations of interest in that they set out how funding / grant decisions should be considered.

7.2All Members serving on a Panel / Committee making funding / grant decisions should read all of the information provided to them, and can discuss any of the applications they wish at the meeting. The purpose of despatching full portfolio papers (usually 10-14 days ahead of the meeting) is to give Committee Members the opportunity to consider the portfolio in detail.

7.3Board, Committee and Staff Members are also free to raise any issues for discussion at the meeting itself. The Panel should consider all the assessment summaries and give Members the opportunity to do this. The Panel should have staff in attendance or close at hand to ensure that questions can be fully answered. Where all the relevant information has been provided to consider the application approvals and refusals will be made in line with existing procedures.

Where it is not possible to provide the relevant information at the meeting, the Panel should consider whether to:

(a) defer the application to the next meeting; or

(b) delegate the final decision to the Chair and/or other nominated staff under delegations agreed by the Board on receipt of the information; or

(c) make a decision in the absence of the information.

Additional information provided by Panel / Committee Members

7.4Whenever possible Board and Committee Members should provide any significant additional information they have on applications to the Chair in advance of the Panel / Committee meeting, so that its implications can be properly evaluated by staff and advice made available to other Panel / Committee Members.

7.5Where information is provided during the course of a meeting by a Board or Panel / Committee Member which might cause the Panel / Committee to disagree with the assessment provided by staff, and it is considered to be potentially significant, it may be necessary to defer consideration for its accuracy to be checked with the applicant or with other relevant agencies. The application can then be re-assessed. The Chair should make the final decision as to whether such deferral is necessary.

Access to privileged information regarding an application

7.6Board and Panel / Committee Members should not normally use privileged information which might improve or reduce an applicant’s chances of success. However, if the information is relevant to a current application and is objective and substantial such that it might affect the decision-making process, the Member should inform the Chair, in confidence, before the meeting so that the appropriate action (for example, deferral) can be considered and recommended to the Panel / Committee.

7.7Board and Panel / Committee Members have a responsibility to maintain confidentiality. While WCVA is open about its decision making and offers feedback to applicants, it is important that it does so in a structured way. Members must respect the confidentiality of both the information in the portfolio and matters discussed in Committee.

Personal links

7.8Third sector organisations are significant applicants to WCVA for funding. Some Board and Committee Members have been appointed partly because of their experience of the third sector, so it is important that they bear in mind the following:

(a)Offering advice to applicants

Board and Committee Members may be involved with a range of third sector organisations and will inevitably be asked to explain WCVA’s advice on applications. They may provide published information about policies and procedures but, under no circumstances, should they give detailed guidance to any applicant organisation. They should refer all enquiries to staff dealing with the scheme in question.

(b)Involvement in preparing an application

Board and Committee Members must not be involved in preparing an application or in acting as a signatory, contact person or referee. If a Member is on the Board or Committee, or is a Member of Staff, of an organisation which is applying for funds, they must avoid being drawn into any detailed discussions on a particular application, either in the context of WCVA or the organisation. Any involvement on the Board or Committee, or as a Member of Staff, of an organisation applying or likely to apply for funds would be a declarable and disqualifying interest.

(c)Lobbying

Board and Committee Members should not lobby WCVA staff or other Members about an application. If Members themselves are lobbied by applicants or grant holders, they should advise the Chair of the Panel /Committee that this has happened. Members should not take up a case on behalf of an organisation.

(d)Committee decisions

Board and Committee Members should not inform applicants of Panel / Committee decisions. This is a matter for staff / officers dealing with the scheme.

Review

March 2015(Review date: March 2017)

WCVA – Head Office

Baltic House

Mount Stuart Square

CardiffBay

Cardiff CF10 5FH

0800 2888 329

029 2043 1701

Registered charity 218093 / Company Limited by Guarantee 425299 / Registered in Wales

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