All governors may at times face potential conflicts of interest. Whereas independent governors are explicitly recruited to bring independence to a board (this is why they are required to be in a majority), internal governors are not in such a position and the resulting potential conflicts of interest are often a cause of concern. Such conflicts might include:
As is evident, such potential conflicts of interest can be multiple, for example, departmental manager, trade union representative, academic committee member, and elected board member could all be the same person!
Although staff and students are sometimes called representatives (including - confusingly - in the CUC Guide), this term needs to be used with great care. An important distinction is that staff and student governors are representative of the particular constituencies from which they are drawn, but they do not represent those constituencies. The subtleties of this distinction may not always be clear in practice, but the principle is straightforward: that board members have a corporate responsibility which overrides any representational role that they may be perceived to have. Unfortunately this distinction sometimes gets blurred not only by those concerned, but also for other governing body members, for example, a poorly worded invitation by a board chair to seek an opinion from "the representative of the students" is generally inappropriate and likely simply to confuse matters.
In the same way that staff and student governors cannot be mandated, internal governors who may also be senior managers need to understand that they too have a primary loyalty to the corporate role of the board, and that their responsibilities are not defined (or limited) by any line management responsibilities to the chief executive. The clerk or secretary to the governing body needs to be alert to any abuse of this principle, and if necessary should raise the matter with the chair of the board. In a few cases serious problems with governance in institutions have occurred because this principle has been breached.