Conflict of Interest Policy

Agamemnon Housing Association (“the Association”) is committed to the highest standards of integrity, openness and accountability in all that it does.  The purpose of this policy is to protect the Association, its tenants, colleagues, Board Members and other stakeholders by ensuring that actual, potential and perceived conflicts of interest are identified, declared, considered and managed properly.

This policy supports good governance and helps ensure that decisions are taken only in the best interests of the Association and its social housing purposes.  Proper management of conflicts is an important legal and governance duty for Non-Executive Directors and is also a core element of effective housing association governance.

This policy applies to:

• Board Members.
• Committee and Panel Members.
• Executive and Senior Managers.
• All Colleagues.
• Volunteers.
• Consultants, Contractors and Advisers acting on behalf of the Association where relevant.
• Any person participating in decision-making on behalf of the Association.

This policy should be read alongside the Association’s:

• AHA Codes of Conduct Policy
• Gifts and Hospitality Policy
• Procurement & Contracts Policy
• Anti-Fraud, Bribery and Corruption Policy (SAFE HR)
• Whistleblowing Policy
• Declaration of Interests Registers

All those covered by this policy must act with integrity and in the best interests of the Association at all times.  They must not use their position to secure an advantage for themselves, a family member, a friend, a business contact or any connected organisation.

Where a conflict of interest arises, or could reasonably be seen to arise, it must be declared promptly and managed appropriately.  The existence of a conflict does not automatically prevent involvement with the Association, but a failure to declare or manage it properly may amount to misconduct and may invalidate decisions, damage trust and reputation, and expose the Association and individuals to regulatory or legal challenge.

A conflict of interest arises where an individual’s personal interests, duties to another organisation, family connections, financial interests, loyalties or other commitments could influence, or could reasonably be perceived to influence, their judgement or decision-making on behalf of the Association.  Regulatory guidance distinguishes between financial conflicts and conflicts of loyalty, and stresses that both must be identified and managed.

Conflicts may be:

• Actual conflict – A conflict that currently exists.
• Potential conflict – A conflict that may arise in the future.
• Perceived conflict – A situation where there may be no actual conflict, but a reasonable person could conclude that competing interests might affect judgement.
• Financial conflict – Where the individual, or a connected person or organisation, could gain a financial or material benefit from a decision.
• Conflict of loyalty – Where an individual’s loyalty to another person, group, colleague, charity, business, tenant, supplier or other organisation could affect their decision-making.

A Conflicts of interest may include, but are not limited to:

• A Board Member or employee having a financial interest in a contractor, consultant or supplier used by the Association.
• Awarding work to a company owned by a family member, friend or close associate decisions relating to the employment, remuneration, disciplinary action or promotion of a relative, partner or close associate.
• Involvement in decisions about a tenancy, allocation, complaint, arrears recovery, safeguarding issue or other matter concerning a relative, friend or connected person.
• Membership of another organisation whose interests overlap or conflict with those of the Association.
• Receiving gifts, hospitality or benefits that could influence, or appear to influence, decision-making.
• Using confidential information obtained through the Association for personal gain or to benefit another party.
• Ownership of land or property, or another interest, affected by an Association decision a Non-Executive Director or colleague owing duties to another charity, landlord, developer, contractor or public body involved in a matter under consideration.

Conflicts can arise before appointment, during service, or because circumstances change over time.  They may be direct or indirect and may involve connected persons as well as the individual concerned.

The Association will manage conflicts of interest in line with the following principles:

• Identify conflicts early.
• Declare interests fully and promptly.
• Consider whether the conflict can be removed or reduced.
• Manage the conflict in a way that protects the integrity of decision-making.
• Record the conflict, the action taken, and the reasons for the decision.

These steps reflect current Regulatory expectations and provide a practical framework for boards and organisations to manage conflicts consistently.

Board – The Board is collectively responsible for ensuring that conflicts of interest are properly managed and that this policy is implemented effectively across the Association.  Responsibility does not rest solely with the Chair or with the individual who has the conflict.

Chair – The Chair is responsible for:

• Promoting a culture of openness and integrity.
• Ensuring declarations are sought as a standing item at Board and committee meetings.
• Determining, with appropriate advice, how declared conflicts should be managed at meetings.
• Ensuring the agreed action is recorded in the minutes.

Chief Executive – The Chief Executive is responsible for:

• Implementing this policy operationally.
• Ensuring appropriate colleague awareness and training.
• Maintaining arrangements for declarations and the register of interests.
• Escalating significant or sensitive issues to the Chair and/or Board as appropriate.

Company Secretary / Governance Lead (or nominated officer) – Where applicable, the Governance Lead or designated officer will:

• Maintain the register of interests.
• Issue annual declaration forms.
• Remind meeting attendees to declare conflicts.
• ensure registers and records are updated promptly.

All Individuals covered by this Policy – Every individual covered by this policy must:

• Consider whether they have any actual, potential or perceived conflict.
• Declare that conflict promptly.
• Comply with any management actions required.
• Not participate improperly in discussions or decisions where conflicted.
• Update their declaration whenever circumstances change.

• On appointment – All Non-Executive Directors, committee members and relevant colleagues must complete a declaration of interests on appointment.
• Annual declaration – A full review and confirmation of interests must be undertaken at least annually.
• Ongoing duty – Individuals must declare any new or changed interest as soon as it arises and not wait for the annual review.
• Meeting declarations – Conflicts of interest must be a standing item on the agenda for all Board and committee meetings. At the start of each meeting, members must declare any interest relating to the business to be discussed.  Current Regulatory guidance specifically encourages having conflicts as a standing item and maintaining both a policy and a register of interests.

The Association will maintain a Register of Interests recording declared interests of Board Members, committee members and relevant employees.

The register will include, where relevant:

• Employment and Directorships.
• Trusteeships and positions held in other organisations.
• Ownership or interests in businesses or properties relevant to the Association.
• Close family or personal relationships that may give rise to conflicts.
• Significant shareholdings or financial interests.
• Gifts and hospitality where relevant under Association policies.

The register will be reviewed regularly and updated whenever changes are notified.

When a conflict is declared, the Chair, Non-Executive Directors, committee or relevant manager must decide how it should be managed, taking into account the seriousness of the conflict, the nature of the decision, legal requirements and the need to protect confidence in the Association’s decision-making.

Possible actions include:

• Noting that the conflict is low risk but recording it.
• Restricting access to papers or information.
• Requiring the individual to withdraw from part or all of the discussion.
• Requiring the individual not to vote or otherwise take part in the decision.
• Excluding the individual from the meeting while the matter is considered.
• Transferring the decision to another person or body.
• Obtaining independent advice.
• Removing or avoiding the source of the conflict where possible.
• In serious or recurring cases, considering whether the individual should step down from a role connected with the conflict.

Current guidance emphasises that the more serious or complex the conflict, the more robust the response needs to be, in some cases, resignation may need to be considered.

Where a conflict arises in relation to a matter being considered by the Board or a committee:

• The interest must be declared at the earliest opportunity;
• The declaration must be recorded in the minutes;
• The Chair will determine, or the Board/committee will determine in the absence of the conflicted person, whether the individual:

• • May remain for discussion,
  • May remain but not speak,
  • May speak only to provide factual information,
  • Must withdraw from the meeting for that item,
  • Must take no part in the decision;

• The decision and rationale must be clearly recorded in the minutes.

Where the Chair has a conflict, the Vice-Chair or another designated member will take the lead for that item. The conflicted person must not influence the discussion or decision outside the meeting, whether directly or indirectly.

Colleagues must declare any conflict to their line manager and, where appropriate, to the Chief Executive or designated senior manager.  A Colleague conflict may arise in areas including procurement, recruitment, contract management, allocations, complaints, tenancy decisions, safeguarding, and transactions involving suppliers or partners.

Managers must ensure that appropriate steps are taken to protect the integrity of the process, including reallocating work or decision-making where required.

Particular care must be taken in the following areas because of the heightened risk of real or perceived conflicts:

• Recruitment – No individual may be involved in recruitment, interview, appointment, supervision or pay decisions relating to a close relative, partner or connected person without the conflict being declared and managed.
• Procurement – Anyone involved in commissioning, tender evaluation, supplier selection or contract management must declare any actual, potential or perceived conflict before participating.
• Contract Variations and Performance Management – Conflicts must also be declared during ongoing contract management, not just at the initial procurement stage.

The Association will ensure procurement and employment decisions are made objectively, transparently and in the Association’s best interests.

Gifts, hospitality or other benefits must not be accepted where they could influence decision-making, compromise integrity, or create a perception of improper influence. Any gifts or hospitality received or offered must be declared and handled in accordance with the Association’s Gifts and Hospitality Policy.

Any proposal involving payment, financial benefit, supply of goods or services, or another material benefit to a Non-Executive Director, connected person or connected organisation must be treated with particular care.

Such arrangements must only proceed where they are lawful, demonstrably in the best interests of the Association, properly authorised, and fully recorded. Regulatory guidance highlights that even where a connected party appears to offer value for money, the conflict still exists and must be managed properly.

Individuals must not use confidential information obtained through their role with the Association for personal gain or to benefit another person or organisation.  They must not use their position to influence decisions improperly or secure favourable treatment.

The Association will keep appropriate records of:

• Annual declarations of interest.
• Updates to declared interests.
• Conflicts declared at meetings.
• Decisions on how conflicts were managed.
• Any related withdrawals from discussions or decisions.
• Any breaches of this policy and action taken.

Minutes must clearly record the nature of the conflict, the person concerned, the action taken and, where appropriate, the reason why the arrangement was judged to be in the Association’s best interests.

Failure to declare or properly manage a conflict of interest may be treated as a serious matter.

Depending on the circumstances, a breach may result in:

• Advice, training or a formal warning.
• Removal from a particular decision or responsibility.
• Disciplinary action under the relevant procedure.
• Termination of appointment or office.
• Referral to the Board, external auditors, the Regulator of Social Housing, the Housing Ombudsman or other appropriate body where necessary.

Poorly managed conflicts can invalidate decisions, cause financial loss and reputational damage, and in serious cases may amount to misconduct or mismanagement.

The Association will provide appropriate induction, guidance and periodic refreshers so that Non-Executive Directors, committee members and colleagues understand:

• What a conflict of interest is.
• How to identify and declare one.
• How the Association expects conflicts to be managed.
• The importance of transparency and good record-keeping.

This policy will be reviewed at least every three years, or sooner if required by legislation, regulation, governance requirements or changes in the Association’s structure or operations.

The Board will receive assurance, as appropriate, that:

• Declarations are being completed and updated.
• The register of interests is maintained.
• Conflicts declared at meetings are recorded and managed.
• Any significant issues are escalated appropriately.

This policy will be applied fairly and consistently.  The Association will ensure that the approach taken to conflicts of interest supports transparency, accountability and confidence in governance while treating individuals proportionately and lawfully.