1. Purpose of the policy

This Conflicts of Interest Policy aims to protect both the organisation and its Trustees, Fellow Councillors, Committee members, Executive Directors and senior staff from any appearance of impropriety.

2. Why we have a Conflicts of Interest policy

Trustees have a legal obligation to act in the best interests of the RSA, and in accordance with its Charter and Byelaws, and to avoid situations where there may be a potential conflict of interest. Fellow Councillors, Committee members Executive Directors and senior staff have similar obligations.

Conflicts of interests may arise where an individual’s personal or family interests and/or loyalties conflict with those of the RSA. Such conflicts may create problems that:

• inhibit free discussion;
• result in decisions or actions that are not in the interests of the RSA; or
• risk the impression that the RSA has acted improperly.

3. The declaration of interests

Accordingly, we are asking Trustees, Fellow Councillors, Committee members Executive Directors and senior staff to declare their interests, and any gifts or hospitality offered and received in connection with their role in the RSA. A declaration of interest form is provided for this purpose, listing the types o interest you should declare. To be effective, the declaration of interests needs to be updated at least annually, and when any material changes occur.

If you are not sure what to declare, or whether/when your declaration needs to be updated, please err on the side of caution. If you would like to discuss this issue, please contact the Governance Manager for confidential guidance.

This register of interests shall be used to record all gifts of a value over £25 and hospitality over £25 received by Trustees, Fellow Councillors, Committee members Executive Directors and senior staff.

Interests and gifts will be recorded on the charity’s register of interests, which will be maintained by the Governance Manager. The register of interests will be shared with the Board of Trustees at least annually.

4. Data protection

The information provided will be processed in accordance with data protection principles as set out in the Data Protection Act 2018 and the UK GDPR. Data will be processed only to ensure that Trustees, Fellow Councillors, Committee members Executive Directors and senior staff act in the best interests of the RSA. The information provided will not be used for any other purpose.

5. What to do if you face a conflict of interest

If you believe you have a real or perceived conflicts of interest you should:

• declare the interest at the earliest opportunity
• withdraw from discussions and decisions relating to the conflict.

The Governance Manager should ensure that the meeting 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 struck so that the conflicted person receives sufficient information about the activities of the RSA without disclosing information about the conflicted matter such that it could place the individual in an untenable position.

If you are a user of the RSA’s services, or the carer of someone who uses the RSA’s services, you should not be involved in decisions that directly affect the service that you, or the person you care for, receive(s). You should declare your interest at the earliest opportunity and withdraw from any subsequent discussion, unless expressly invited to remain in order to provide information. In this case you may not participate in, or influence, the decision or any vote on the matter. You will not be counted in the quorum for that part of the meeting and must withdraw from the meeting during any vote on the conflicted item.

If you have a conflict of interest in relation to a contract, you must not be involved in the managing or monitoring of that contract.

If you fail to declare an interest that is known to the Governance Manager and/or the Chair, the Governance Manager or the Chair will declare that interest.

6. Decisions taken where a Trustee, Fellow Councillor, Committee member, Executive Director and senior staff have an interest

In the event of the Board or Committee having to decide upon a question in which a Trustee, Fellow Councillor, Committee member, Executive Director or senior staff has an interest, this will be taken by a vote which will require 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 Trustees, Fellow Councillors, or Committee members may not vote on matters affecting their own interests. All decisions under a conflict of interest will be recorded in the minutes of the meeting.

The minute will record:

• the nature and extent of the conflict;
• an outline of the discussion; and
• the actions taken to manage the conflict.

Where a Trustee benefits from the decision, this will be reported in the RSA’s annual report and accounts in accordance with the current Charities SORP.

All payments or benefits in kind to Trustees will be reported in the charity’s accounts and annual report, with amounts for each Trustee listed for the year in question.

Where a member of the Fellowship Council or RSA’s staff is connected to a party involved in the supply of a service or product to the RSA, this information will be fully disclosed in the annual report and accounts.

7. Further information

If you have questions or require further guidance, please contact the Governance Manager.