Conflicts of Interest Procedure
The Directors have a duty to act only in the best interests of Freegle. They must not put themselves in any position where their duties may conflict with any personal interest they may have.
Our Rules state: Declaration of Interest 79. A Director shall declare an interest in any contract or matter in which s/he has a personal, material or financial interest, whether directly or indirectly, and shall not vote in respect of such contract or matter, provided that nothing shall prevent a Director voting in respect of her/his terms and conditions of employment or any associated matter.
We have adopted the following procedures to deal with any conflicts of interest:
Register of Interest
A register of interests will be maintained by the Company Secretary.
Board Meetings
Every Board meeting agenda will have a standing item of Declarations of Interest.
Online Meeting Procedures
If a Director reports a conflict of interest or the other Directors think there is one:
- The information relating to the decision/discussion is posted on the Board discussion group prior to a confidential agenda item being planned for a Board meeting.
- Questions can be asked and answered but no discussion will take place on the discussion group.
- Directly following the board meeting when the confidential agenda item is tabled, a separate Skype conversation is set up without the director/s in question being present.
- If a matter arises unexpectedly during a Board meeting that proves to be a conflict of interest with any Director, a decision will be made whether the discussion can be moved to a separate conversation after the meeting as above or held over until the next Board meeting.
- The separate discussion will be subject to the same quorum and other rules as any other Board meeting.
- The matter is discussed and a record of the decision is minuted and the director with a conflict given the reasons for the decision.
Links:
- Charity Commission guidance: https://www.gov.uk/government/publications/conflicts-of-interest-a-guide-for-charity-trustees-cc29:
- Board Meeting Procedure
- Glossary
- Document Approval Policy
- This procedure was originally adopted by the Board on 25th March 2015; see Finance Documents Review for the record of subsequent reviews and amendments.
