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1.1 This policy (the Policy) applies to the charity trustees (the Stewards) of the Open Access Book Collective (the Charity) and sets out guidance and procedures for identifying, monitoring and managing actual and potential conflicts of interest.
1.2 Conflicts of interests may arise where an individual’s personal or family interests and/or loyalties conflict with those of the Charity and it is not always possible to prevent conflicts of interest
from arising. It is important, however, to ensure that in such situations any potential to gain from a person’s position as a Steward is managed appropriately and that the interests of the Charity are protected at all times.
1.3 Conflicts of interests can inhibit free discussion and may result in the Stewards taking irrelevant considerations into account or making decisions which are not in the best interests of the Charity. They can also damage the reputation of the Charity if it appears that the Stewards are influenced by personal interests or loyalties. The Stewards must, therefore, be alert to the
possibility that they, or their co-Stewards, could be affected by a conflict of interests.
1.4 The Charity Commission's guidance on conflicts (CC29), available here, provides additional information.
1.5 In this Policy references to:
1.5.1 "conflicts" or "conflicts of interest" include actual and/or potential conflicts of interest and/or duty;
1.5.2 persons who are "connected" with a Steward means:
(a) a child, stepchild, grandchild, parent, or sibling of a Steward;
(b) the spouse, unmarried partner or civil partner of a Steward or of any person falling within paragraph (a) above;
(c) any person who is in a business partnership with a Steward or any person
who is in a business partnership with any person falling within paragraph (a)
or (b) above; and
(d) any company, business, Charity or organisation in which a Steward (or any
other person connected to them) has an interest as a beneficiary or through
ownership, control or influence.
1.5.3 "benefit" includes any payment or material benefit (including property, loans, goods and services), other than reasonable out of pocket expenses.
2 Legal Framework
2.1 The Stewards are charity trustees they, therefore, have a duty to act in the best interests of the Charity and must not place themselves in a position where they have, or may have, a direct or indirect interest which conflicts with their duties as Stewards and must not profit from their position as Stewards. These obligations derive from general fiduciary duties.
2.2 English charity law also imposes strict limits on the benefits which may be conferred on the Stewards. The Charity’s Constitution sets out the limited circumstances in which a Steward
may benefit. The Stewards must, therefore, be familiar with the relevant provisions of the Constitution in order that they can be satisfied, when applying the provisions, that the proposed benefit or benefits falls within the express terms of the Constitution.
3 Identifying a conflict – general principles
3.1 There is no statutory definition of a conflict of interest. Accordingly, it is not always easy to identity a conflict or potential conflict. However, an “interest” should be regarded as a very broad term which includes anything or any connection that could potentially divert a Steward’s mind from giving sole consideration to fulfilling the objects of the Charity, or operating in the best interests of the Charity. The Charity Commission defines a conflict of interest as any situation in which a trustee’s personal interests or loyalties could, or could be seen to, prevent them from making a decision only in the best interests of the charity.
3.2 Examples of common types of conflict of interest which might arise include:
3.2.1 conflicts between a Steward’s personal financial interests and those of the Charity, for example, a Steward receiving payment for services provided to the Charity or being paid for carrying out a role;
3.2.2 conflicts between the financial interests of a connected person to a Steward and those of the Charity, for example, payments to a Steward’s associated company; and
3.2.3 non-financial conflicts, for example, the interests of two organisations with which a Steward is involved conflicting with each other (this is sometimes referred to as a conflict of loyalties). For example, this may apply where a Steward is also a director, officer or employee of a related entity.
4 Identifying a conflict
4.1 The Stewards have an individual and collective duty to act independently from the influence of any third party and in the best interest of the Charity only. Adherence to this duty shall underpin the way in which the Stewards ensure any potential conflicts of interests are managed appropriately.
4.2 An individual Steward should not benefit, whether financially or otherwise, from their position beyond what is permitted by law and what is in the best interests of the Charity. If a Steward is in doubt about what constitutes a conflict the Steward concerned should adopt a cautious
approach and declare their interest as soon as they become aware of it.
5 Declaring an Interest
5.1 All Stewards shall, on appointment complete a declaration of interests form (in the form attached at Annex 1 to this Policy) in respect of themselves and connected persons. Stewards must thereafter take responsibility for ensuring the declaration is up-to-date, including reviewing the declaration on an annual basis.
5.2 The first item on the agenda of each Board meeting will be a standing item requiring all Stewards attending the meeting to declare any conflicts of interest in respect of any items on the agenda.
5.3 If a Steward considers that they have an actual or potential conflict, they must inform the Chair as soon as possible (and the Chair must inform the other Stewards) and always before any discussion of the relevant matter. The declaration must specify the nature and extent of any direct or indirect interest that gives rise to the conflict.
5.4 If a Steward is aware that another Steward has an actual or potential conflict that has not been declared, they must notify the Chair. If the conflicted Steward is the Chair, then the unconflicted Stewards should discuss that conflict collectively.
5.5 It is for individual Stewards to decide which matters to declare but, if in doubt, they should make a declaration. If a Steward would like to discuss the issue, they may contact the Chair for confidential guidance.
5.6 If a declaration is made under this paragraph which proves to be or becomes inaccurate or incomplete, the conflicted Steward must make a further declaration giving correct information about the nature and extent of their interest.
6 Declaring an interest in a transaction or arrangement
6.1 A Steward or a connected person has an interest in a transaction or arrangement which the Charity enters into with a specified company, business or organisation if a Steward or connected person has a direct or indirect interest in the proposed transaction or arrangement.
6.2 If a Steward has a direct or indirect interest in any proposed transaction or arrangement, they must declare the nature and extent of that interest before the transaction or arrangement is entered into.
6.3 If a Steward has a direct or indirect interest in a transaction or arrangement that has already been entered into by the Charity but has not declared that interest, they must declare the nature and extent of that interest as soon as is reasonably practicable.
6.4 A declaration made under this paragraph must be made either at a meeting of the Stewards or
by sending written notice to the other Stewards. The Steward must take reasonable steps to
ensure that any notice is brought up and read at the next meeting of the Stewards after it is given. The notice must state the nature and extent of the interest that the Steward or connected person has in the company, business or organisation.
7 Procedures for managing conflicts
7.1 Whenever a Steward or a connected person has a personal or financial interest directly or indirectly, or any interest which could be perceived to lead to a conflict of interest, in a matter to be discussed at a Board meeting the Steward concerned shall:
7.1.1 declare that interest at or before discussion begins on this matter;
7.1.2 withdraw from the meeting for any discussion of that item unless expressly invited to remain in order to give information;
7.1.3 not be counted in the quorum for the part of the meeting devoted to that item; and
7.1.4 withdraw during the vote and have no vote on the matter.
7.2 Declarations of interest are the responsibility of each individual Steward, however, the Chair shall draw to a Steward’s attention any potential conflict of interest which may be apparent from the Steward’s entry in the register of interests (in the form attached at Annex 2 to this Policy) and the agenda or any associated papers for the relevant meeting.
8 Records of Proceedings
8.1 Minutes of meetings of Stewards at which conflicts and/or potential conflicts arise must record:
8.1.1 the nature of the conflict and determinations regarding the conflict;
8.1.2 the relevant Steward’s (or relevant individuals) non-participation with respect to
consideration of the relevant matter;
8.1.3 any limitation on the Steward’s ability to act in relation to such matter;
8.1.4 any alternatives that were discussed;
8.1.5 the votes taken regarding the conflict; and
8.1.6 any other relevant information.
9 Data protection
Any information provided under this Policy will be processed by the Charity in accordance with data protection principles as set out in the General Data Protection Regulation and Data Protection Act 2018. Data will be processed only for the purposes of this Policy and not for any
10 Monitoring and Enforcement of the Conflicts of Interest Policy
10.1 If a Steward does not consider that they have a conflict of interest or loyalty but the view of the majority of the other Stewards is that they do then the majority view will prevail and the provisions for the management of such conflict set out in this Policy will apply.
10.2 In the event that there is a persistent material conflict of interest which affects the ability of a particular Steward to carry out their duties then the Steward concerned should consider and may be asked by the unconflicted Stewards to consider, whether it is in the best interests of the Charity that they continue as a Steward of the Charity.
10.3 This Policy must be reviewed at least annually.
Last approved by the Stewards: 15 August 2022
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