A key tenet of public service, and of the Nolan principles is that governors should act with integrity and transparency and, above all, must serve the interests of the institution and not their own.
Governors and senior staff should make a written declaration of interests, which should be kept up to date. Governing bodies should also have a process for dealing with declared interests. If governors face a conflict of interest, they should inform the clerk and follow advice.
Institutions maintain a Register of Interests of all members of the governing body and senior staff, which should be publicly available. Many institutions do this through the Registrar or Secretary's Office, but an increasing number now publish the register on line.
Governors must also guard against conflicts of interest that arise outside formal meetings. The areas of greatest vulnerability are those involving the invitation and consideration of tenders and awarding contracts. It is important that clear procedures (drawn up in consultation with its external auditors and approved by the governing body) are included in the institution’s financial regulations.
The question may arise whether board members drawn from particular groups can in any sense be mandated, that is expected to support a particular view irrespective of whether it is in the best corporate interests of the institution concerned. Examples include:
This has been an issue for some governing bodies, but there now appears to be widespread recognition of the primacy of corporate responsibility. In this context the CUC Guide recommends that: "members nominated by particular constituencies should not act as if delegated by the group they represent. No member may be bound, when speaking or voting, by mandates given to him/her by others, except when acting under approved arrangements as a proxy for another member of the governing body" (paragraph 2.24), and "the governing body should exercise its responsibilities in a corporate manner: that is to say, decisions should be taken collectively by all of the members acting as a body" (paragraph 2.9). In addition, many institutions adopt the idea of 'reserved business' whereby defined matters requiring confidentiality (usually including some staffing issues) are discussed at the end of a meeting without students (and sometimes staff) present.
Staff and student governors may also face further potential conflicts of interest.