Conflict of Interest - policy and rules for managing conflict

A. Context

  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.

  1. 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).
  2. The University’s Conflict of Interest policy accepts that outside interests are part of the richness which 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.
  3. This policy and its attendant rules are part of the University’s Financial Regulations which should be referred to in parallel.

B. Who is covered by this policy?

  1. The policy and its attendant rules bind all University employees, all members of the Board of Governors, students employed or sponsored by a third party, post-graduate research students and others working in the University such as visiting academics.
  2. Where the text here refers to employees or staff, it covers also members of the Board of Governors unless the context makes clear otherwise.

C. What is an interest for the purposes of the policy?

  1. An interest is anything which can objectively be seen as prejudicing a person’s impartiality in their judgement, choices or behaviour.
  2. Common categories of interest are:
  3. a) Any external loyalty (to family, friends and favourites, club, charity, college, school, company etc.)

    b) Any gain or advantage to the Governor or staff member or to any person, company/other entity or cause to which s/he has loyalty, whether the gain or advantage is financial, reputational, career-orientated or opportunity-related.

  1. 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.
  2. 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.
  3. 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.

D. The policy

It is the University’s policy:

  1. that all decisions for the University are taken by persons whose judgement is demonstrably impartial
  2. that Governor 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 connexion 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

  1. that disclosure of external interests is encouraged and any conflict will be managed by the University in a way, where practicable, which does not prejudice employment, appointment or publication opportunities.

E. The rules - identifying, reporting and recording
1.

    a) Staff and Governors are personally responsible for identifying any potential, perceptible or actual conflicts of interest relevant to their role for the University.

    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.

2.

    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 Registrar and Chief Operating Officer who is also the Clerk to the Board of Governors:

    • the ProVice-Chancellors for Student Experience and Research/Global Partnerships
    • all Faculty PVC Deans
    • the Directors of IT Services, HR, Finance and Legal Services, Estates and Facilities Management, Marketing and Communications, Academic and Student Affairs, Learning Resources
    • key outward facing roles currently the Commercial and Knowledge Exchange Director, the Director of Procurement and the Director of Oxford Brookes International
    • members of the financial aid committee

    and the Registrar and Chief Operating Officer who shall make a return to the Vice-Chancellor and to the Chair of the Board of Governors.

    b) Failure to complete the annual return, which must be returned as “nil” where no conflict is identified, provides grounds for disciplinary action.

3.

    a) Once a staff member has identified a potential, perceptible or actual conflict, they should, without delay, report the circumstances to the Commercial and Knowledge Exchange Director, currently David Hartley, who acts as the nominee of the Registrar and Chief Operating Officer.

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

    c) Members of the Board of Governors must report any potential, perceptible or actual conflict to 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.

    d) Where a Governor has declared a conflict, the management of this conflict for the University will be conducted by the Registrar and Chief Operating Officer as Clerk to the Board of Governors save where he 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.

    e) 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 initially.

4.

    a) Once a conflict matter has been reported to him, the Commercial and Knowledge Exchange Director must investigate as he sees fit and must complete a note of his consideration and decision in the form attached as Appendix 2

    b) Any manager approached by the Commercial and Knowledge Exchange Director or by an employee concerned about conflict must support proper consideration of the matter, for example by discussing both the likely impact of the potential or actual conflict and the feasible options for conflict management.

5.

    a) To complete the record/Register entry, the Commercial and Knowledge Exchange Director will in most cases need to interview the subject of the conflict and quite possibly their line manager and perhaps one or more other colleagues, which may include Human Resources, and subsequently to consider the University’s position in order to decide which of the following options best applies:

      i) to note the circumstances but do nothing on the basis that there is no material conflict or likely consequence and on condition that the subject of the conflict must re-report if the position changes

      ii) to note the circumstances and include provisions to manage the conflict appropriately, which provisions are likely to include the subject of the conflict not participating in certain University decisions or activities and/or agreeing not to participate in certain aspects of their external interest and not receiving certain information which might otherwise be released to or in the knowledge of a third party

      iii) to note the circumstances and prohibit the subject of the conflict from pursuing, commencing or continuing their external interest, warning that breach of this prohibition provides grounds for disciplinary action

    b) The Commercial and Knowledge Exchange Director shall promptly provide the person to whom the conflict matter relates with a dated record of the decision taken under 5 a) above.

    c) Any person not satisfied with a decision made on conflict which falls under 5 a) ii) or iii) above may appeal in writing within one month of the date of the decision to the Registrar and Chief Operating Officer or, where the Registrar and Chief Operating Office is the subject of the decision, the Vice-Chancellor.

F. Specific rules

  1. 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).
  2. 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.
  3. 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.
  4. 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 the Commercial and Knowledge Exchange Director and without having subsequently received written approval to the specific proposal from the Registrar and Chief Operating Officer. The current proforma for an application for this approval appears here as Appendix 3.
  5. 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 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 Committee of Governors.
  6. 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 Registrar and Chief Operating Officer in the case of a Governor and the Commercial and Knowledge Exchange Director 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 Committee of Governors.
  7. 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, 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.
  8. 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 Assistant Academic Registrar for the Research Degrees Team, currently Jill Organ.
  9. 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 Commercial and Knowledge Exchange Director for his 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 Commercial and Knowledge Exchange Director that there is a material conflict shall be a decision falling under paragraph C 5 above.

G. Access to disclosed information

  1. 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 1998 or through a legally enforceable obligation of confidence.
  2. Subject to the above exceptions given at a) above, persons with bona fide and substantial reasons to inspect declarations shall be allowed access at the discretion of the Commercial and Knowledge Exchange Director or the Registrar and Chief Operation Officer, dependent on where the information is held.
  3. Information on the Governors’ outside interests is recorded on the University’s website as part of its compliance with the Charities Act 2011.

H. Change procedure

  1. This policy may be changed only with the approval of the Registrar and Chief Operating Officer after consultation with the Director of Human Resources, the Commercial and Knowledge Exchange Director and the Head of Legal Services and, where appropriate, with advice from the Research Support Director.

I. Monitoring, enforcement and reporting

  1. This policy is owned for the University by the Director of Human Resources who may take such steps as she thinks fit, or as directed by the Registrar and Chief Operating Officer, to monitor and enforce it.
  2. The Commercial and Knowledge Exchange Director shall provide the Director of Human Resources with a copy of any record made under paragraph E 5 b) promptly after the time of making and, on request, with a copy of any other documents relevant to the operation of the policy.
  3. The Director of Human Resources shall report on the operation of and compliance with this policy annually or as directed by the Registrar and Chief Operating Officer.

J. Related policies

  1. The following University policies should also be consulted where relevant to the circumstances:
    • gifts and hospitality
    • research
    • consultancy
    • intellectual property
    • procurement
  2. The links to these policies are available on the University website, e.g. as part of Financial Regulations.

Appendices: (all appendices to follow)
Appendix 1 - Examples of circumstances where conflict of interest exists
Appendix 2 - proforma record of outcome of conflict investigation
Appendix 3 - proforma application for approval of directorship
Appendix 4 - proforma return for annual declaration

 

Approved by Board of Governors, Apri l 2017