BRISMES Conflicts of Interest Policy

1. Purpose

The purpose of this policy is to protect the integrity, independence and reputation of BRISMES by ensuring that trustees/directors, committee members, staff and others acting on behalf of the Society act solely in the best interests of the Society and its charitable objectives. This policy provides a framework for the declaration of interests to ensure decisions made on behalf of BRISMES are free from bias or undue influence.

As a charitable company limited by guarantee, BRISMES trustees (who are also company directors) have duties under the Companies Act 2006, charity law and the Society’s Articles of Association.

Trustees/directors must:

• Make decisions in the best interests of BRISMES in furtherance of its charitable aims;
• Avoid situations in which they have, or may have, a direct or indirect interest that conflicts with the interests of BRISMES;
• Declare the nature and extent of any conflict of interest in a proposed or existing transaction or arrangement.

As outlined in the Articles of Association, a trustee/director must declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the charity or in any transaction or arrangement entered into by the charity which has not previously been declared. A trustee/director must absent themself from any discussions where a conflict may arise between their duty to act solely in the interests of the charity and any personal interest.

This policy sets out how conflicts are identified, declared, recorded and managed. This policy applies to trustees/directors, members of committees, staff and contractors. 

2. What is a Conflict of Interest?

A conflict of interest arises where an individual’s personal, professional, financial or institutional interests could, or could reasonably be perceived to influence their decisions on behalf of BRISMES. Conflicts can be financial or non-financial and direct or indirect. 

Examples of financial interests: 

• Receiving a payment from BRISMES;
• Receiving a renumerated award, prize or grant from BRISMES;
• Receiving consultancy or advisory income;
• Receiving personal gifts or loans from third parties dealing with BRISMES. 

Conflicts of loyalty:

Conflicts of loyalty may arise where an individual owes duties to another organisation or person/s whose interests may compete with those of BRISMES. This may include: holding office, serving on the board, participating in management, or being otherwise employed by any third party dealing commercially with BRISMES. Conflicts of loyalty may also arise in the case of supervisory or mentoring relationships. 

Third Party Conflicts of Interest:

Conflicts of interest may arise with any of the following third parties (this list is not exhaustive): 

• Persons and firms supplying goods and services to BRISMES;
• Persons and firms with whom BRISMES is dealing or planning to deal in connection with the gift, purchase or sale of properties and securities;
• Partner and other similar organisations;
• Donors and others supporting BRISMES;
• Recipients of awards, prizes and funding from BRISMES;
• Agencies, organisations, and associations that affect the operations of BRISMES;
• Family members and friends.

3. Declaration of Interests

All actual, potential or perceived conflicts of interest should be declared and reviewed according to the procedures outlined below. At the same time, BRISMES acknowledges that not all conflicts of interest are necessarily prohibited or harmful to the Association.

3.1 On Appointment

On appointment, all individuals covered by this policy must attest that there is no conflict of interest affecting their role with BRISMES. If a conflict of interest is identified, this should be reported by completing a Declaration of Interests form and resolved in consultation with the officers of BRISMES. 

3.2 Annual Review

Trustees/directors must review and confirm or update their declaration annually. BRISMES Council will formally note this review.  

3.3 Ongoing Duty

All individuals covered by this policy must declare a specific conflict:

• As soon as it arises; and
• At the beginning of the relevant meeting or decision-making process.

If in doubt, the interest should be declared.

4. Register of Interests

BRISMES will maintain a Register of Interests which:

• Records declared interests of trustees/directors and other individuals covered by this policy; 
• Is reviewed annually by BRISMES Council; and
• Is retained as part of the Society’s governance records.

All declarations of conflicts of interest will be recorded in the Register even if, having considered the declaration, it is concluded that the declared conflict presents no significant risk to BRISMES. 

5. Managing Conflicts at Council Meetings

There should be a standing item on the agenda of all BRISMES Council meetings giving trustees/directors the opportunity to declare and discuss any relevant conflicts of interest. When a conflict is declared at a BRISMES Council meeting:

• The trustee/director must declare the nature and extent of the interest;
• The Chair (or another trustee if the Chair is conflicted) will determine how the conflict is to be managed.

Unless the Articles of Association permit otherwise:

• The conflicted trustee/director must not vote on the matte;
• The conflicted trustee/director will not be counted in the quorum for that item;
• The conflicted trustee/director will normally withdraw from the meeting during discussion of the item.

The minutes must record:

• The declaration;
• The decision on participation;
• Confirmation that the conflicted trustee did not vote or count towards quorum (where applicable).

6. Committees, Grants, Prizes and Awards

Given BRISMES’ role as a professional society, conflicts commonly arise in relation to:

• Grant applications;
• Prizes and awards;
• Conference funding;
• Nominations for elected roles.

Committee or panel members must:

• Declare relevant conflicts at the outset; 
• Not score, assess or influence decisions where conflicted;
• Withdraw from discussion of the relevant item.

The Chair of the committee will determine the appropriate course of action.

Trustees/directors of BRISMES, members of staff and members of committees are not eligible to apply for BRISMES prizes and awards. The only exception being that President(s) of the Graduate Section may submit their PhD thesis for consideration of the Leigh Douglas Memorial Prize as this is an externally reviewed prize (although it is preferable that they step down before submitting their thesis to the prize). 

7. Trustee Benefits and Transactions

Where a trustee/director may receive a benefit (including payment for services):

• The arrangement must be permitted by the Articles of Association and charity law;
• BRISMES Council must be satisfied that the arrangement is in the best interests of BRISMES;
• The conflicted trustee/director must not participate in the decision; and
• A written agreement must be in place where required.

8. Serious or Ongoing Conflicts

Where a conflict is frequent, material or structural, BRISMES Council may determine that the individual should:

• Step back from certain decisions;
• Relinquish a specific responsibility; or
• In exceptional circumstances, resign from their role.

9. Failure to Declare

BRISMES Council’s overriding duty is to protect the charitable purposes, independence and reputation of BRISMES.

Failure to declare a relevant interest may constitute a breach of directors’ duties under the Companies Act 2006 and a breach of trustee duties under charity law. Appropriate action may be taken in accordance with the Articles of Association.

10. Review

This policy will be reviewed at least every three years, or sooner if required by changes in legislation or governance best practice.

Approval

Approved by BRISMES Council on 17 March 2026. 

Next review due: March 2029.