Conflict of interest policy

1. The University operates under English public law which requires the University to take decisions fairly.  There should be no ability to doubt the impartiality of a University decision because of a decision-maker’s non-University interests.  

This concept is expressed more broadly as principle 3 (Objectivity) of the Nolan committee’s seven principles of public life.

2. The University operates as an exempt charity and is required under English charity law to use its assets and resources only for its own statutory purposes (higher/further education and research – see section 124 Education Reform Act 1988) and for public benefit (see section 2(1)(b) Charities Act 2011). 

3. The University’s Conflict of Interest policy accepts that outside interests are part of the richness that staff and Governors bring to their role at the University.  Conflict of interest is, therefore, an unavoidable and expected part of university life and must be managed routinely under the University’s processes.  

4. This policy and its attendant rules are part of the University’s Financial Regulations which should be referred to in parallel. 

1. The policy and its attendant rules bind all university employees, all members of the Board of Governors and its committees, students employed or sponsored by a third party, post-graduate research students and others working in the University such as contractors, consultants and associate lecturers. 

2. Where the text here refers to employees or staff, it also covers members of the Board of Governors and its committees unless the context makes clear otherwise.  

1. An interest is anything which can objectively be seen as prejudicing a person’s impartiality in their judgement, choices or behaviour.  Decisions taken for, by and at the University should not be influenced by any factor beyond the best interests of the University.

2. Common categories of interest are:

1. Any external loyalty (to family, friends and favourites, Business Partner, club, charity, college, school, company etc.), and 
2. Any gain or advantage to the Governor or staff member or to any person, company/other entity or cause to which they have loyalty, whether the gain or advantage is financial, reputational, career-orientated or opportunity-related.
3. It is not possible to draw up an exhaustive list of qualifying interests, although examples are given at Appendix 1 to assist with identifying interests covered by this policy.  Any circumstances caught by paragraph 2 a) and b) are counted as an “interest” for the purposes of this policy and its rules.
4. The key point for Governors and staff to bear in mind is that, if the effect of their conduct or of their decision or choice or activity can objectively be seen as a gain or advantage to themselves or to a person, entity or cause connected with them, that conduct or decision or choice or activity will be contrary to, or at least covered by, this policy.
5. It is also contrary to this policy for any Governor or member of staff to exercise any opportunity arising from their position at the University to the disbenefit of the University, its students or statutory purposes.  All employees are legally obliged to act in the best interests of their employer, which includes keeping the University’s assets, opportunities, resources and goodwill for the benefit of the University’s statutory purposes (higher/further education and research), as required by charity law.  Members of the Board of Governors owe the same duty to the University as their role is one of trusteeship.

It is the University’s policy that:

a. all decisions for the University are taken by persons whose judgement is demonstrably impartial;

b. Governor, student and staff conduct is consistent with the University’s legal obligations in respect of promoting the University’s education and research functions fairly and in not allowing a person’s connection with the University to be operated for private/external gain or advantage or in any other way which is incompatible with serving the University’s best interests;

and

c. disclosure of external interests is encouraged and any conflict will be managed by the University in a way that, as far as practicable, does not prejudice employment, appointment or publication opportunities for the person(s) conflicted.

1.

a. Staff and Governors and any other person working in the University (as defined in Section B) are personally responsible for identifying any potential, perceptible or actual conflicts of interest relevant to their role for the University accurately and promptly

b. Consideration of the potential for conflict should cover the University’s spectrum of activities and interests, such as any impact on students, on contracts or contractors, on entities connected with the University, on any of the University’s related companies, on funding or University consultancy opportunities and on projects or partnerships associated with the University or with its reputation.  Examples are given at Appendix 1.

The general rule is that disclosure should be made at the time the conflict first arises, or if is recognised that a conflict may be perceived, in writing to the Line Manager.  If the Line Manager has an interest in the matter to be discussed, the disclosure should be made directly to the person at the next higher level of authority.

2.  Special Procedures - Annual Declarations

In addition to the duty to disclose possible conflicts and interests in accordance with this Policy, the following individuals are required to submit a mandatory annual declaration of their external interests:

a. All Governors (the Vice-Chancellor is a Governor ex officio) and the following staff must make an annual return in the form appearing here as Appendix 4 at the start of the academic year declaring their external interests and any material change in them to the Head of Secretariat, who acts on behalf of the Registrar and Chief Operating Officer who is also the Clerk to the Board of Governors:

• the Pro-Vice-Chancellors for Education and Research and Global Partnerships;
• all PVC Deans of Faculties;
• the Directors of the professional services (currently IT Services, People Directorate, Finance and Legal Services, Estates and Campus Services, Marketing, Recruitment and Engagement, Academic and Student Administration, Learning Resources, Research, Innovation and Enterprise (RIE);
• key outward facing roles, currently the Director of Procurement and the heads of international teams in Marketing and Communications;
• Deputy Director of Estates (Commercial Services) and Deputy Director of Estates (Large Projects)
• members of the Financial Support Committee;
• the Head of Secretariat;  

and

• the Registrar and Chief Operating Officer, (who shall make a return to Vice-Chancellor).

The University may in due course add other roles to the above list as appropriate. If an individual has nothing to declare, a nil return should be submitted.

3.  Process for raising concerns and management (general)

a. Once a staff member has identified a potential, perceptible or actual conflict, they should without delay, report the circumstances to their Line Manager where possible in accordance with this policy.  For the avoidance of doubt, staff members listed at E2 above should not wait for the next annual return before reporting new or changed conflicts or potential conflicts.  

b. This reporting responsibility applies also to any manager to whom a member of staff discloses a potential, perceptible or actual conflict.

c. Staff Members should contact their Line Manager in the first instance for general concerns / raising a declaration

d. Students should contact their Tutor / Head of Department

e. Members of the Board of Governors must report any potential, perceptible or actual conflict to the Head of Secretariat, who acts on behalf of the Registrar and Chief Operating Officer as Clerk to the Board of Governors, on their initial appointment, thereafter annually under paragraph E 2 a), in circumstances where there is a material change in their external interests and also at the start of meetings or meeting items where their conflict is relevant.

f. Where a Governor has declared a conflict, the management of this conflict will be conducted for the University by Head of Secretariat (on behalf of the Registrar and Chief Operating Officer as Clerk to the Board of Governors) save where the RCOO is part of the relevant conflict, in which case the route for management of the conflict will be determined at the time by those Governors not conflicted. 

g. Where a member of employed staff is also a Governor, they should choose the reporting route for the role (staff or Governor) in which they suspect or know that they are conflicted.   Where it is not possible to draw this distinction reliably, they should choose the staff route. 

The following are escalation points after the line manager stage or where escalation to a line manager may not be appropriate.

a) Staff must identify any connected persons (e.g. spouse/partner, children, trading partner), included in any funding or consultancy proposals unless this relationship is demonstrably in the current awareness of the relevant University manager(s).

b) Staff involved in procuring goods, consultancy or services for the University must check adequately for areas of conflict before making the appointment and must, in any case, complete the Conflict of Interest declaration form on the Procurement webpages before taking any active step in a procurement process:

https://sites.google.com/brookes.ac.uk/fls-site/finance-teams/procurement/conflict-of-interest

c) Where an employee has an interest in a company connected to the University, it is the employee’s responsibility to make it clear to the relevant University manager(s) whether or not the employee is a representative of that company for the University’s purposes.

d) Staff are not permitted to hold a directorship or enter into a legal partnership or establish themselves as an independent sole trader without first notifying and receiving written approval from the Registrar & Chief Operating Officer. The Director of Research, Innovation and Enterprise will be notified and a record maintained.  The current proforma for an application for this approval appears here as Appendix 3. 

e) No employee or Governor shall subscribe for shares or otherwise invest in any entity or proposed entity connected with the University without first notifying the Head of Secretariat, on behalf of the Registrar and Chief Operating Officer, and without having subsequently received written approval to the specific proposal from the Chair of the Board of Governors or, in the case of the Chair of the Board of Governors wishing to make the investment, from the Chair of the Audit and Risk Committee of Governors. 

f) No employee or Governor shall participate in an opportunity to dilute or exercise any share option in respect of an existing interest in an entity connected with the University without first notifying the Head of Secretariat, who acts on behalf of the Registrar and Chief Operating Officer in the case of a Governor, and the COI Reviewer in the case of staff and without having subsequently received written approval to the specific proposal from the Registrar and Chief Operating Officer in the case of staff and from the Chair of the Board of Governors in the case of Governors or, in the case of the Chair of the Board of Governors wishing to dilute or exercise an option, from the Chair of the Audit and Risk Committee of Governors. 

g) University facilities, materials and supplies may not be used for anything other than University business.  For the avoidance of doubt, this includes use of the University’s name, website, email address, University domain name, University-provided Google facility or other University-provided platform or system, University postal address and telephone number(s) which may not be quoted as contact or reference details for non-University matters save for permitted personal use of mobile phones supplied by the University.

h) Staff must avoid any external interest prejudicing the timing or extent of a student’s publication or completion of studies or progression to an academic career unless this has been agreed by the University in the person of the University’s Head of the Research Degrees Team.

i) It is settled law in England, since 1895, that all employees owe their employer a duty to keep the employer’s non-public information confidential as an implied term of their contract of employment. Where employed staff carry out external work for other clients in a private capacity or where there is otherwise a conflict of loyalties, employees may have to manage the confidentiality of both University information and also an external party’s information. In such cases, the employee must treat the situation as an inherent potential conflict and discuss the situation with the COI Reviewer for their guidance or decision.  Before the guidance or decision is given, the employee shall take all practicable steps to avoid receiving confidential information from external parties where the information relates to the potential conflict. A decision by the COI Reviewer that there is a material conflict shall be a decision falling under paragraph E5 above.  

a) The University is subject to the Freedom of Information Act 2000 and may only withhold access to disclosed information for reasons of genuine commercial confidence or where the information is under existing legal protection by virtue of the Data Protection Act 2018 or through a legally enforceable obligation of confidence.

b) Subject to the exceptions given at a) above, persons with bona fide and substantial reasons to inspect declarations shall be allowed access at the discretion of the Registrar and Chief Operating Officer, dependent on where the information is held.

c) Information on the Governors’ outside interests is recorded on the University’s website as part of its compliance with the Charities Act 2011.

Staff or governors who may have concerns that another member of staff or a governor has not disclosed a conflict of interest should raise any concern via the University’s Whistleblowing Policy.

This policy may be changed only with the approval of the Registrar and Chief Operating Officer after consultation with the Chief People Officer, the Director of Research, Innovation and Enterprise, the Director of Legal Services, and the Head of Secretariat.

a) It is the fundamental responsibility of the individual to make the necessary declarations, flag up potential conflicts of interest and abide by any agreed actions.

b) This policy is owned for the University by the VCO Head of Secretariat, on behalf of the Registrar & Chief Operating Officer, who may take such steps as they think fit, or as directed by the Registrar and Chief Operating Officer, to monitor and enforce it.  

c) Staff managing conflicts of interest as outlined at section E3 are required to provide the VCO Secretariat with copies of records made under paragraph E5 b) on an annual basis and/or on request.  These will be stored electronically on a central register within the VCO Secretariat and access will be restricted to the Head of Secretariat and Governance Officer.

d) The Head of Secretariat shall report on the operation of and compliance with this policy annually to the Audit and Risk Committee or as directed by the Registrar and Chief Operating Officer.

e) The Policy shall be reviewed every three years or earlier if changes in legislation or significant organisational change require it.

f) Amendments to the policy will be reported to the Vice-Chancellor’s Group. 

The following University policies should also be consulted where relevant to the circumstances:

• Gifts and hospitality
• Research PDF
• Consultancy PDF
• Intellectual property PDF
• Procurement

• Appendix 1 - Examples
• Appendix 2 - Template for entry in register
• Appendix 3 - Application for approval of directorship
• Appendix 4 - Senior staff declaration of interest
• Appendix 5 - Quick guide for staff