1. Scope

This procedure defines the responsibilities for the preparation and maintenance of a Register of Board Members’ Interests (‘the Register’). It includes both financial and non-financial interests.

2. Responsibilities

NDA Corporate Governance is responsible for preparing and maintaining the Register.

Board Members are responsible for informing the NDA Company Secretariat of any interests for inclusion on the Register.

3. Definitions

Board Members means all NDA Board Members (both Non-Executive and Executive Members of the Board).

4. Procedure

4.1 Context

The NDA’s Conflict of Interest Policy (the Policy) sets out the policy of NDA to require all employees and relevant non NDA employees (including Non-Executive Board Members) to identify, declare, and ensure the management of Conflicts of Interest to help ensure that all stakeholders (including employees, HM Government and members of the public) can have confidence in our actions and decision making. As a Non-Departmental Public Body, the NDA is required to maintain a register of Board Members’ interests. The Register is published on the NDA website and this Procedure sets out the steps that Board Members should take to declare their interests.  For the avoidance of doubt, Board Members do not also need to follow the process set out in the Policy for declaring and managing conflicts of interests.

Conflicts of interest are a set of circumstances that creates a risk that an individual’s ability to apply judgement or act in their role at or with NDA could be, impaired or influenced by a secondary interest (which may be private, personal or family interests)

Such conflicts may create problems, for example they can:

• inhibit free discussion
• result in decisions or actions that are not in the interests of the organisation
• risk the impression that the organisation has acted improperly

Failure to declare a potential conflict of interest could lead to the decisions made by the NDA being challenged and called into question. The aim of the procedure is to protect the NDA and Board members from impropriety and any appearance of impropriety.

4.2 The Declaration of Board Members Interests

All NDA Board Members (Non-Executive and Executive Members) are required, in accordance with their individual letters of appointment (Non-Executive Members), contract of employment (Executive Members) and the Code of Conduct for Board Members of Public Bodies issued by the Cabinet Office (‘Code of Conduct’)[1], to declare any personal or business interests which may, or may be perceived to, influence their individual decisions and judgements in performing their role as Board members.

All Board Members are required to disclose any interests as soon as they arise and provide all relevant information necessary for consideration and management of the interest. The NDA requires NDA Board Members to declare interests using the form provided at Appendix 2.

Disclosure of an interest should be sent to Corporate Governance in the first instance, unless the interest is deemed by the individual Board Member to represent a significant actual or potential conflict to a matter being addressed by the NDA at the time the conflict arises; in such cases Board Members are required to

1. inform the NDA Chair of the potential conflict in advance of any matter being
2. take such appropriate steps necessary to mitigate such conflict, in agreement with the NDA Chair, this may include withdrawing from any discussions and/or decision making arising
3. report to the Company Secretariat the conflict identified and the outcome of the discussion with the NDA Chair.

The NDA Corporate Governance team will escalate any disclosure which is deemed to have a direct conflict with the operations and business of the NDA to the Group General Counsel and Company Secretary and in turn to the NDA Chair for action should this be required. 

Appendix A of the Declaration of Interests Form provides some guidance on what interests should be regarded as relevant and which should be included in the Register, and the Policy also contains additional guidance at Annex 1 which may be informative. It should be noted that NDA Board Members should always err on the side of caution when making a declaration and if unsure what to declare, or whether/when a declaration needs to be updated the NDA Board Member should contact a member of the NDA Corporate Governance team or the NDA Chair for guidance.

4.3 Register of Board Member Interests (the ‘Register’) and Reporting

The Register is maintained by the NDA Corporate Governance team in the format outlined at Appendix 3.

On receipt of a disclosure the NDA Corporate Governance team will enter the details of the interest on the Register, together with any decisions on how any conflict would be mitigated.

Annually, prior to the publication of the NDA Annual Report and Accounts, the Company Secretariat shall seek an annual declaration from individual NDA Board Members that the register includes all conflicts declared.

The Audit & Risk Committee shall review the Register annually and report any concerns to the Board.

4.4 Data Protection & GDPR

The NDA is required to obtain declarations of Board Member Interests and publish a Register of Board Members’ Interests as part of the NDA Publication Scheme under the Freedom of Information Act 2000.

Appendix 1: Code of Conduct for Board Members of Public Bodies issued by the Cabinet Office

Extract relating to the disclosure of conflicts of interest:

1. When accepting an appointment to the public body an individual should consider if any conflicts of interest arise from any private interests or by virtue of any other roles held. The Individual should consider, with advice from the appointing department how these should best be managed and agree these with the organisation.
2. The individual must ensure that no conflict arises, or could reasonably be perceived to arise, between their public duties and their private interests, financial or otherwise.
3. The individual must comply with the rules of the body on handling conflicts of interests. As a minimum, these will require them to declare publicly, usually in the body’s register of interests, any private financial or non-financial interests of their own, or of close family members, which may, or may be perceived to, conflict with your public duties.[2]
4. The rules will also require the Individual to remove themselves from the discussion or determination of matters in which they have a financial interest. In matters in which there is a non-financial interest, the Individual should not participate in the discussion or determination of a matter where the interest might suggest a danger of bias.[3]
5. It is the Individuals responsibility to ensure that they are familiar with the body’s rules on handling conflicts of interests, that they are complied with and that the Individuals entry in the body’s (NDA) public register of members’ interests is accurate and up to date.

Appendix 2: Declaration of Interests Form

Appendix 3: NDA Register of Board Members Interests

NDA BOARD MEMBER	NAME	POSITION	NOTHING TO DECLARE	NAME AND ADDRESS OF ORGANISATION	NATURE OF BUSINESS	DESCRIPTION OF INTEREST	START DATE OF INTEREST	END DATE OF INTEREST	DATE OF ENTRY/ CONFIRMATION

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[1] Extract of the Code of Conduct for Board Members of Public Bodies issued by the Cabinet Office relating to conflicts of interest can be found at Appendix 1.

[2] In general, all financial interests should be declared. When considering what non-financial interests should be declared, the individual should ask themselves whether a member of the public, acting reasonably, would consider that the interest in question might influence words, actions or decisions of the individual.

[3] These are common law provisions.