1.1 This Policy of the Derbyshire Cricket Foundation (DCF) applies to all DCF Trustees, and will be reviewed and updated, as appropriate by the DCF Board (the Board) annually to ensure that it is compliant with legislative requirements and best governance practice.
2.1 This policy is owned by the Company Secretary.
3.1 All Trustees have statutory obligations under the Companies Act 2006 to avoid conflicts of interest and to declare any interest in any proposed transaction or arrangement with the DCF. Additionally, each Trustee is required to comply with the applicable conflict of interest obligations set out in Articles 8-9 of the DCF Articles of Association (outlined below).
|Declaration of Directors’ Interests
A director must declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction arrangement with the charity or in any transaction or arrangement entered into by the charity which has not previously been declared. A director must absent himself or herself from any discussions of the charity directors in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the charity and any personal interest (including but not limited to any personal financial interest).
|Conflicts of interests and conflicts of loyalties
If a conflict of interests arises for a director because of a duty of loyalty owed to another organisation or person and the conflict is not authorised by virtue of any other provision in the articles, the unconflicted directors may authorise such a conflict of interests where the following conditions apply:
(a) the conflicted director is absent from the part of the meeting at which there is discussion of any arrangement or transaction affecting that other organisation or person;
(b) the conflicted director does not vote on any such matter and is not to be counted when considering whether a quorum of directors is present at the meeting; and
(c) the unconflicted directors consider it is in the interests of the charity to authorise the conflict of interests in the circumstances applying.
In this article a conflict of interests arising because of a duty of loyalty owed to another organisation or person only refers to such a conflict which does not involve a direct or indirect benefit of any nature to a director or to a connected person.
3.2 Trustees must avoid situations in which they have or can have a direct or indirect interest that conflicts with, or may conflict with, the interests of the DCF.
3.3 Conflicts of interest may arise where a Trustee’s personal, family, financial or professional interests and/or loyalties conflict with those of the DCF. Such conflicts may:
3.4 The aim of this Policy is to set out in one document all the relevant information relating to DCF conflict of interest procedures as a means of mitigating the risk of a Trustee conflict of interest bringing the DCF into disrepute.
4.1 Trustees are required to formally declare all interests that are or have the potential to conflict with the interests of the ECB, through completion and return of the DCF Conflict of Interest Declaration Form both on taking up their position as a Trustee and thereafter on an ongoing basis (at least annually) during their tenure.
4.2 The DCF Register of Interests will be formally updated annually at the start of each DCF financial year.
4.3 Trustees should inform the Chair at any point when a conflict of interest or potential conflict of interest arises and not wait for the annual renewal to do so.
4.4 A standing item will be included on all Board and Committee meeting agendas to allow Trustees and Committee Members to declare any interests prior to the commencement of any formal discussions or decisions taken, whether the interest has previously been declared or not.
4.5 All the information provided by Trustees will be recorded on the Register of Interests which will be accessible to Directors and other approved persons on request. Any significant declarations of conflicts of interest will be included in the annual governance statement which forms part of the annual report, which is published on the DCF website.
4.6 If a Trustee is unsure what to declare, or whether/when a declaration needs to be made/updated, the Trustee should err on the side of caution and make a declaration. If a Trustee wishes to discuss any issues relating to the declaration of conflicts, they should contact the Chair for confidential guidance.
4.7 A conflict of interest can be defined as: “…any situation in which a trustee’s personal interests or responsibilities they owe to another body, may, or may appear to influence the trustee’s decision making.”
Common types of conflict of interest include:
4.8 The DCF Company Secretary is responsible for maintaining the ECB Register of Interests.
5.1 The information and data provided by Trustees under this Policy will be processed only for the purposes of the operation of this Policy, the DCF’s compliance with its legal and regulatory obligations and any enforcement or other proceedings which arise, and always in accordance with all applicable data protection legislation.
6.1 If a Trustee is faced with a potential situational conflict of interest in carrying out their duties, they should declare their interest at the earliest opportunity to the Chair and through the completion and filing of a DCF Conflict of Interest Declaration Form and withdraw from any subsequent discussion unless and until authorised by the Chair, or in the case of the Chair having the conflict, by the majority of the other Directors attending the meeting in question.
6.2 Where a Trustee is in any way, directly or indirectly, interested in a transaction or arrangement that has been entered into by the ECB (or which the ECB proposes to enter into), they must declare the nature and extent of the interest to the other Trustees and complete and file a DCF Conflict of Interest Declaration Form.
6.3 If a Trustee fails to declare an interest that is known to the DCF, the Chair will declare that interest and the Trustee will be requested to explain why they did not declare their interest.
6.4 For clarity, Trustees will be treated as being aware of matters of which they reasonably should be aware and if a Trustee knowingly fails to declare an actual or potential conflict of interest, he/she may be liable to disciplinary proceedings for breach of the Board Code of Conduct and/or other civil or criminal proceedings.
7.1 All conflict of interest decisions will be recorded in the minutes of the relevant meeting. The report will record:
8.1 No Trustee shall be involved in the management or monitoring of a contract in which they have an interest. Monitoring arrangements for such contracts will include provisions for any independent challenge of bills and invoices, and termination of the contract if the relationship is determined to be unsatisfactory or not in the best interests of the DCF.