Conflicts of Interest Policy
Date published: 17 December 2021
1.1. PSC Support (the “Charity”) is a charitable incorporated organisation established to:
● Relieve the suffering of those suffering from liver diseases (in particular but without limitation PSC) or disorders and related disorders;
● Advance public awareness of PSC, other liver disease and related disorders; and
● Advance the treatment and prevention of PSC and other liver diseases and related disorders.
1.2. The Trustees, as charity trustees, have a legal obligation to act in the best interests of the Charity, and to ensure the Charity’s affairs are not affected by private interests or by any competing duties of loyalty owed to others.
1.3. It is recognised that conflicts of interest may arise for everyone involved in the Charity’s activities, including in relation to research grant-making. The aim of this policy is to protect the Charity and its Trustees in situations where a conflict of interest or duty arises, or might arise, and to ensure that such situations are dealt with openly.
1.4. It is the personal responsibility of each Trustee, employee and volunteer (herein referred to as Supporters) to ensure that they have read and understood this policy and that they act in accordance with it.
Identifying conflicts of interest or duty
1.5. The Charity Commission refers to conflicts of interest in a decision-making context as:
“…any situation in which a Trustee’s personal interests, or loyalties could, or could be seen to, prevent the Trustee from making a decision in the best interests of the charity.”
1.6. All aspects of the operation of the Charity may be affected by conflicts of interest, not just decision-making. In particular, the relationship between Supporters and the institutions which they are involved in depends on trust and transparency and may also be affected by failure to identify and manage potentially competing professional interests.
1.7. This conflict of interest policy therefore governs every aspect of the affairs of the Charity, from consideration of matters by the Board of Trustees to decision making and liaison with third parties.
1.8. Different types of conflicts of interest may arise in relation to different aspects of the Charity’s affairs, as further set out below.
Conflicting personal interests
1.9. Conflicting personal financial interests arise where there is an opportunity for personal financial gain or benefit, directly or indirectly, to be derived by a Supporter or a family member. An example might be purchase of items by the Charity from a Trustee or a close family member.
1.10. Conflicting loyalties arise where there is:
1.10.1. an opportunity for direct or indirect financial gain or benefit to be derived by others with whom a Supporter is closely associated, or where the interests of others closely associated with a Supporter may be affected by the decisions of the Charity. This extends to organisations of which a Trustee, employee or volunteer is an employee or trustee and also personal friends or colleagues of a Supporter. An example is awarding a grant to an institution in which a Supporter is employed or to a researcher who is a personal friend or with whom a Supporter has a close personal connection; or
1.10.2. where, through his or her role with the Charity, a Supporter is in a position, or has access to information that could potentially be of advantage to them in their non-trustee capacity, or of advantage to an organisation of which the individual is a trustee or employee. An example is where confidential information, received as a Supporter, regarding the plans of the Charity could be of advantage to a Supporter’s employer or colleagues.
Declaration of interests
1.11. All Supporters should complete the Charity’s declaration of interests form, disclosing any role which could present a conflict (including through employment, consultancy, directorships, other trusteeships, connections with other institutions, any institution over which they have control and any corporate body in which they have a substantial interest and those of their close family members).
1.12. Supporters should update their declaration of interests form as and when changes occur.
1.13. At any meeting at which an agenda item is proposed in which a Supporter has a potential conflict – whether an actual conflict or the potential for a perceived conflict – that conflict should be declared and minuted at the start of the meeting. In the event that the conflict of interest only becomes apparent during discussion on a matter, the Supporter concerned must declare the conflict as soon as it is apparent. In cases of doubt Supporters should err in favour of declaring the interest concerned. In each case, the procedure below for management of conflicts at a meeting should then be followed.
Procedure at meetings
1.14. As per clause 7 of the Charity’s constitution, a Trustee must declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the Charity or in any transaction or arrangement entered into by the Charity which had not been previously declared. Supporters involved in research grant reviewing or any other aspect of the Charity’s activities, must declare the nature and extent of any interest, direct or indirect which he or she has in a proposed transaction or arrangement with the Charity or in any transaction or arrangement entered into by the Charity which had not been previously declared.
1.15. Where a personal conflict of interest arises for a Trustee:
The conflicted Trustee must always then absent himself or herself from any discussions of the Trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of the Charity and that personal interest (including but not limited to any financial interest).
The Trustee concerned must not vote or be counted as part of the quorum for any decision of the Trustees on the matter.
Unless the personal benefit is expressly authorised in the constitution, the Charity Commission’s prior written consent should be obtained. Some transactions also require authorisation by the Members. Legal advice should be obtained in these circumstances.
1.16. Where a personal conflict arises for a Supporter, they will be excluded from all discussion and decision-making on that matter except in exceptional circumstances where non-conflicted Trustees decide it is in the best interests of the Charity.
1.17. Where a conflict of loyalty arises which does not amount to a personal conflict and could not impact on the relevant Supporter’s personal interest (and the trustees must err on the side of caution in making this assessment), the non-conflicted Trustees may decide to allow the conflicted Supporter to remain for discussion and, where the non-conflicted Trustees decide it is in the best interests of the Charity, to be counted as part of the quorum and vote.
1.18. In all cases a note is to be made of the nature of the conflict, the Trustees’ discussion of the matter and the action taken to manage the conflict.
1.19. The quorum for a Trustees’ meeting is three, excluding conflicted trustees, so it will be possible to manage potential conflict situations if and when they arise within the Board of Trustees.