It defines the four interest types
Financial, non-financial professional, non-financial personal and indirect, one sentence and one example each, so nobody has to guess whether their situation counts.
Conflict of interest policy template
A policy that says what a conflict is, who must declare one, where the declaration goes and what happens to it. Written to work with the declaration form and the register, so a declared interest ends in a recorded decision rather than a filed form.
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What this template covers
It sets the 28-day rule and the nil return
Declare at the earliest opportunity and within 28 days of the interest arising, and once a year even when there is nothing to declare. The annual nil return is what makes the register complete.
It says how a declaration is assessed
Four outcomes, a named decider and a register entry for every declaration. The part of a conflict of interest policy that is usually missing is the part that happens after the form is signed.
Conflict of interest policy
1. Purpose and scope
This policy exists so that [Organization]'s decisions about contracts, money, people and information are made in its interests, and so that anyone looking at a decision afterwards can see that they were. A conflict of interest is not misconduct. Failing to declare one is.
It applies to every director, employee, officer, volunteer, contractor and agency worker of [Organization], referred to here as staff. Sections 3 and 5 place further duties on decision-making roles, and section 8 on directors. It works with the declaration form, the register of interests and the gifts and hospitality policy.
2. What a conflict of interest is
A conflict of interest is any situation in which what is in [Organization]'s best interests conflicts with, or may conflict with, the personal interests of a member of staff or of someone connected to them. The interest does not have to be large or to have changed anything. It is enough that a reasonable person, knowing the facts, might think it could.
A conflict is actual when the interest could affect a decision you are involved in now, potential when the interest exists but no relevant decision has yet arisen, and perceived when a reasonable outsider could believe your judgment is affected, whether or not it is. All three must be declared.
Interests fall into four types:
- Financial: an interest from which you, or someone connected to you, could gain or lose money. Example: you hold shares in a company bidding for our contract.
- Non-financial professional: an interest that could advance your career, reputation or standing. Example: you sit on the board of an industry body applying to us for sponsorship.
- Non-financial personal: an interest that is neither financial nor professional but could still shape your judgment. Example: you are an active member of a campaign group that opposes a project you are asked to assess.
- Indirect: a close relative, partner, friend or business associate holds any of the above. Example: your partner is the finance director of a supplier whose invoices you approve.
3. Who must declare and when
Everyone covered by this policy must declare an interest that conflicts, or might conflict, with their work for [Organization] at the earliest opportunity and in any event within 28 days.
People in decision-making roles must also complete a signed declaration once a year, even if they have nothing to declare. A nil return is a declaration. Decision-making roles are: directors and trustees; the senior management team; anyone who approves spending above [£5,000], awards or manages a contract, sits on a recruitment or promotion panel, or conducts investigations, grievances or disciplinary hearings; and any role [the compliance lead] designates in writing.
A declaration is also required on joining, on moving into a decision-making role, and within 28 days of any change to an interest already declared, including when it ends.
4. How to declare
Declarations are made on the conflict of interest declaration form. A conversation with a manager, an email or a remark in a meeting does not count until it is on the form and in the register.
- Declaration form
- The form at /education/templates/conflict-of-interest-declaration-form. One form covers a nil return and any number of interests.
- What to include
- The type of interest, a description naming the company or individual involved, how it relates to your role, the dates it runs from and to, and its value or shareholding where relevant. Gifts and hospitality received or offered in the last 12 months are listed on the same form.
- Who receives it
- Your line manager, who completes the authorizer's section, and [the compliance lead], who enters it in the register. Directors' declarations go to the chair and the company secretary.
5. The register of interests
[Organization] keeps a register of interests. It holds every declaration made under this policy, including nil returns, with the type of interest, the date declared, the outcome, the action chosen, any conditions, who decided and the review date.
[The compliance lead] maintains the register and gives each entry a reference number, written on the declaration form so the two match. The register is open to the board, the audit committee, internal and external auditors and any regulator entitled to see it. Staff may see their own entries. Access is logged.
[The compliance lead] reviews the register every quarter for entries past their review date and declarations not yet assessed, reconciles it against the annual returns each [April], and reports a summary to the board once a year. Entries are kept for [three years] after the interest ends, or [six years] for directors and senior managers, unless a legal hold, legal proceedings or another legal requirement means they must be kept longer. The board minutes recording directors' declarations and authorizations are kept for at least ten years from the date of the meeting, as section 248 of the Companies Act 2006 requires.
Declarations hold personal data about staff and about the people connected to them, and some may reveal special category data such as political opinions, religious beliefs or trade union membership. Ask only for what is needed to assess the conflict, and keep details about relatives and special category data to the minimum. [Organization] processes this data on [a lawful basis under Article 6 of the UK GDPR, for example legitimate interests or a legal obligation] and, for special category data, under [a condition in Schedule 1 to the Data Protection Act 2018], as set out in [the privacy notice] and [the appropriate policy document]. [Confirm the basis and condition with your data protection officer.]
6. Assessing and managing a conflict
Every declaration is assessed within [10 working days]. The assessor is the line manager for employees, [the compliance lead] for senior managers and the board for directors, and must not share the interest. It records no conflict, a potential conflict or an actual conflict, and chooses one of four outcomes:
- No action: the interest is recorded but does not touch the person's work. Reviewed at the next annual return.
- Record and monitor: the interest could become relevant. It is given a review date, and the person must raise it again if a related decision arises.
- Exclude from the decision: the person takes no part in the decision, the discussion or the papers. The exclusion is minuted and the decision is taken by someone without the interest.
- Remove the interest: the person sells the shareholding, stands down from the outside role, or where that is not possible, their duties change.
- Recording the outcome
- The assessor writes the outcome, any conditions and the review date in the authorizer's section of the form. [The compliance lead] enters it in the register and tells the person what was decided.
7. Gifts, hospitality and sponsorship
A gift, a meal, an invitation or a sponsored place from a supplier, a bidder or a person you make decisions about is a declarable interest under this policy. What may be accepted, what must be declined and what must be recorded is set out in the gifts and hospitality policy at /education/templates/gifts-and-hospitality-policy, and the gifts register sits alongside the register of interests.
8. Directors and senior managers
Directors of [Organization] owe duties under the Companies Act 2006 that sit above this policy. Under section 175 a director must avoid any situation in which they have, or could have, a direct or indirect interest that conflicts, or might conflict, with the interests of the company. Under section 177 a director interested in a proposed transaction with the company must declare the nature and extent of that interest to the other directors.
A situational conflict under section 175 can be authorized by the other directors: in a private company unless the articles prevent it, and in a public company only where the articles expressly allow it. [Keep the rule that applies to your company and delete the other.] The authorization and any conditions are minuted and entered in the register. A director interested in a transaction does not vote on it and leaves the meeting for that item unless the board decides otherwise. Senior managers who are not directors follow the same process, with the board as assessor.
[US: a company that files reports with the SEC must disclose whether it has a code of ethics under Item 406 of Regulation S-K covering the ethical handling of actual or apparent conflicts of interest. A nonprofit filing IRS Form 990 is asked whether it has a written conflict of interest policy, whether officers, directors, trustees and key employees disclose their interests annually, and how it monitors transactions. Sections 3, 5 and 6 are the answers.]
9. Breaches
Having a conflict of interest is not a breach of this policy. Failing to declare one, declaring it late, giving an incomplete or misleading declaration, or ignoring a condition set under section 6 is. [Organization] treats non-disclosure more seriously than the conflict itself.
A breach by an employee is dealt with under the disciplinary procedure and may amount to gross misconduct. A breach by a director is reported to the chair and the board and may also have consequences under the Companies Act 2006. Anyone who believes a conflict has not been declared, or that a declared conflict is being ignored, can raise it under the whistleblowing policy. [Organization] will not tolerate any detriment against them for doing so, and the law may also protect them.
10. Review
This policy is owned by [the compliance lead] and approved by the board. It is reviewed every [12 months], and sooner if the law or a breach shows it needs to change. Approved on [date]. Version [1.0]. Next review [date].
A starting point to adapt to your organization, not legal advice.
Running the policy, not filing it
A conflict of interest policy that is approved and never collected from tells you nothing on the day a decision is questioned. These six steps turn the document into a register that answers the question.
Book a demoName the owner and open the register
One person owns the policy, the form and the register. Before anyone declares anything, decide where the register lives, who can see it and how an entry gets its reference number. A spreadsheet works for twenty people. It stops working when the review dates do.
List the decision-making roles
Write down which roles sign contracts, approve spending, sit on recruitment panels or run investigations. Those are the people who give an annual return. The list is the difference between a policy that applies to everyone in theory and one that produces a declaration from everyone it should.
Run the first collection
Give everyone in scope the form and 28 days. Ask for the nil returns as firmly as the positive ones, because the gap in the register is where the undeclared interest will be found later. Chase by name, not by all-staff email.
Assess within the deadline and record the outcome
Each declaration gets one of the four outcomes, a decider's name and a review date, written in the register within ten working days. The person who declared is told what was decided. A declaration without an outcome is a liability sitting in an inbox.
Put the register in front of the decisions
Procurement, recruitment and investigation procedures each get one line: check the register before the panel is set. That is the point of keeping it. A register nobody consults protects nobody.
Report to the board once a year
How many returns were due, how many came in, how many were late, how many conflicts were assessed to each outcome, how many reviews are overdue, and any breaches. The numbers tell the board whether the policy is running, and tell you which managers need a conversation.
Conflict of interest policy FAQ
What is a conflict of interest policy?
A document that defines what a conflict of interest is, says who must declare one and when, names the form a declaration is made on and the register it is kept in, and sets out how a declared conflict is assessed and managed. The definition is the shortest part. The policy earns its place through the declaration, register and assessment steps, which are what an auditor, a regulator or a tribunal will ask to see.
Who needs to complete a conflict of interest declaration?
Anyone who becomes aware of a conflict between their own interests and the organization's must declare it, whatever their role. People in decision-making roles, which this template defines as directors and trustees, senior managers, and anyone who approves spending, awards contracts, sits on recruitment panels or runs investigations, must also complete a signed annual declaration even when they have nothing to declare. That follows the NHS England model, which requires decision-making staff to submit an annual return even if there are no interests to declare.
How often should interests be declared?
At the earliest opportunity and within 28 days of the interest arising, which is the standard set in NHS England's guidance on managing conflicts of interest, and again within 28 days of any change. People in decision-making roles make a further declaration once a year, on joining and on changing role. The annual return is what keeps the register complete, because it captures the interests people forgot to mention and confirms the nil returns.
What happens if an employee does not declare a conflict?
Under this template the failure to declare is the breach, not the conflict itself, and it is handled under the disciplinary procedure, with serious or deliberate non-disclosure treated as gross misconduct. For a director, failing to declare an interest in a proposed transaction is a breach of section 177 of the Companies Act 2006, with civil consequences under section 178, and failing to declare an interest in an existing transaction is a criminal offence under section 183. The policy also says that anyone who suspects an undeclared conflict can raise it under the whistleblowing policy without suffering any detriment from the organization.
Does a UK company have to keep a register of interests?
There is no statutory duty on a UK private company to keep a register of interests. What the law imposes is personal: directors must avoid conflicts under section 175 of the Companies Act 2006 and declare interests in transactions under section 177, and the board can only show it dealt with those duties if it wrote the declarations and authorizations down. Charities follow the Charity Commission's guidance CC29, which recommends that trustees keep and update a register, and NHS bodies follow NHS England's guidance, which requires one. For everyone else the register is the evidence the policy was followed, which is why this template treats it as mandatory.
See the document become a process