Guidance

Non-Executive Board Member declaration of interests process

Published 28 November 2024

Context

1. This note defines the process for NEBMs to follow on the declaration of their interests. This guidance is intended for use by both NEBMs and for Board Secretariats who should manage the process. The process set out in this guidance aligns where possible with the principles set out in the guidance for the management of outside interests in the Civil Service.^{[footnote 1]}

2. This guidance is intended to standardise the management and publication of NEBM interests across UK Government departments. The purpose of this is to increase the consistency and transparency around NEBM interests, as recommended by the Public Administration and Constitutional Affairs Committee’s report into The Role of Non-Executive Directors in Government.^{[footnote 2]}

3. The guidance primarily applies to NEBMs serving in UK government departments. For Non-Executive Directors serving in Arm’s Length Bodies or other Public Bodies, the principles of this guidance should be followed, specifically in relation to the process of declaration, managing interests via a register of interests, and publishing interests in a transparent and consistent manner. 

Conflict of interest definition

5. The National Audit Office defines a conflict of interest as: “A set of circumstances that creates a risk that an individual’s ability to apply judgement or act in one role is, or could be, impaired or influenced by a secondary interest. It can occur in any situation where an individual or organisation (private or government) can exploit a professional or official role for personal or other benefit. Conflicts can exist if the circumstances create a risk that decisions may be influenced, regardless of whether the individual actually benefits. The perception of competing interests, impaired judgement or undue influence can also be a conflict of interest.”

Maintaining a register of interests 

5. Board Secretariats should keep and maintain a register of interests for NEBMs. A register of interests template is provided by the Cabinet Office.

6. It should include details of each declared interest including: 

a. The type of interest 

b. The name of the organisation which the interest is related to and the nature of the individual’s interest in that organisation (if applicable) eg. Board Member of X company or shares in Y company

c. An assessment of the interest’s relevance to the work of the department

d. An assessment of whether the interest is a potential, perceived, or actual conflict of interest with the work of the department

e. Any agreed measures that mitigate or manage actual, potential, or perceived conflicts of interests where appropriate. 

7. The register of interests should be proactively refreshed twice yearly at the beginning of the fiscal year at the beginning of Q3. In between these refreshes non-executives are asked to inform the team throughout the year of any relevant additions or changes to their interests as soon as they occur. 

Process

What interests need to be declared?

8. Section 4.3 of the Code of Conduct for Board Members of Public Bodies^{[footnote 3]} states that any interests that may, or may be perceived by a reasonable member of the public, to influence a member’s judgement in performing their functions and obligations must be declared. Section 4.15 of the Corporate Governance in Central Government Departments: Code of Good Practice requires relevant interests to be published in the department’s governance statement in the Annual Report and Accounts. ^{[footnote 4]}

9. In general, all financial interests and all remunerated outside employment, work, memberships and appointments should be declared. 

10. Individuals who possess shares and investments contained within a blind trust or that are independently managed by a third party should declare the existence of the funds. Blind trusts are a legitimate mechanism for protecting against possible conflict of interests arising from financial assets. An individual with such a trust should not be asked to disclose its contents, as they should be unaware of these.

11. If an individual’s funds are managed by an independent third party, it is reasonable to ask for a description of the shares/other investments that are held above £5000^{[footnote 5]} at the time of declaration. If the provided description is relevant to the work of the department then further information should be requested about the nature of the funds in order to determine how they are managed. 

12. When considering what non-financial and unremunerated interests should be declared, individuals should ask themselves whether their interest(s) is relevant to their role and the work of their department. Relevance relates to whether an outside interest (financial or otherwise) could be thought to have a bearing on or overlap with the individual’s official role/duties. Individuals should be encouraged to err on the side of caution, but the onus is on the individual to consider what might be relevant and declare it.

13. A list of types of interest can be found in the FAQ section of this document. 

How should interests be declared?

14. Board Secretariats should ensure that a full declaration is received on appointment from each new NEBM who joins the Board. 

15. NEBMs should inform the Board Secretariat in the first instance should a new interest arise which needs to be formally declared. 

16. Board Secretariats should ensure that a full declaration is received on appointment from each new NEBM who joins the Board. 

17. The Board Secretariat must ask the NEBM to provide details of their interest(s) via a ‘Declaration of Interests Form’. This should be completed promptly within 10 working days of the appointment. We encourage the use of the template form provided by the Cabinet Office, however equivalent forms including digital forms may be used providing sufficient information is received to assess and record the declaration (paragraph 6 of this document sets out the required information). This form is also sent out to NEBMs twice yearly to check for any changes to existing interests. 

18. Please use the ‘Register of Interests’ template provided by the Cabinet Office as the register of interests. To ensure interests are recorded and managed in a consistent manner it is important that departments have a uniform register. 

19. The Board Secretariat should use the completed form to update their register of interests. Submitted forms should be kept securely within a relevant folder in the team’s online drive for reference. Teams should refer to Article 5 of the General Data Protection Regulation (GDPR)^{[footnote 6]} and their department’s digital retention policy when determining how to securely store, process, and manage submitted declarations including the use of privacy notices where appropriate. Documentation relating to interests held by departments is subject to the Freedom of Information Act. Departments may wish to make NEBMs aware of this.

How should interests be assessed?

20. The Board Secretariats should work with relevant policy colleagues to assess firstly whether the declared interest(s) are in fact relevant to the work of the department. 

21. If the interest is not relevant to the work of the department, this should be recorded in the register and no further action is required.

22. If the interest is relevant, the assessment should then determine whether it presents an actual, potential, or perceived conflict with any of the work of the department and record this assessment in the register. This assessment should not be published. 

a. Actual conflicts - where there is a risk that a NEBM’s ability to apply judgement is or could be impaired or influenced by an extant secondary interest.

b. Potential conflicts - where a NEBM’s ability to apply judgement or act in their role could be impaired or influenced by a secondary interest in the future.

c. Perceived conflicts - where a NEBM’s ability to apply judgement or act in one role could reasonably be perceived as impaired or influenced by a secondary interest (i.e it could cause a reasonable person to think there was a conflict of interest)

d. In some cases, the decision maker may consider that the interest is relevant but presents no issue (i.e. it does not meet the definition of an actual, potential or perceived conflict of interest).

How should conflicts be managed or mitigated?

23. The register of interests template includes a section that should set out agreed measures to manage or mitigate relevant interests that are judged to be perceived, potential or actual conflicts. This section must be completed for each relevant interest. 

24. If an interest is relevant but is not judged to be a perceived, potential, or actual conflict of interest, no mitigations are required and this should be recorded in the register.

25. Actual conflicts of interest cannot be mitigated, and therefore must only be managed by excluding the individual from any departmental work which relates to the interest, or by removing the interest, for example by divesting shares or stepping back from outside roles.

26. Perceived or potential interests may exist in some circumstances and mitigations should be considered for each individual interest. 

27. A non-exhaustive list of general mitigations for perceived or potential conflicts of interest includes: 

a. making officials aware of the register of interests when working with the NEBM

b. orally declaring interests at the start of meetings (and ensuring this is minuted) 

c. restricting sharing of any information and documentation with the NEBM that relates to a declared  interest

d. recusal from discussions related to a declared interest 

e. Financial interests may be mitigated through the use of blind trusts or disposal of the interest.

28. The above mitigations may sufficiently cover any risks posed by the perceived or potential conflict of interest with no further considerations required. If they do not, bespoke mitigations should be drafted in addition. Relevant policy colleagues should be consulted and agree to draft the mitigations if they require a complex or specific solution. 

29. All agreed measures to manage or mitigate conflicts of interest should be recorded in the register against each entry. This ensures that the department and all relevant parties know their responsibilities for mitigating risks. 

How should the completed register of interests be approved?

30. Any changes to the register of interests and measures for managing conflicts of interest require approval from the Accounting Officer. 

31. NEBMs should be sent the relevant entries in the register of interests, including the agreed measures to manage any conflicts of interest. Agreement on the approach should be reached.

32. It is the responsibility of the Board Secretariat to ensure the register of interests is shared with relevant stakeholders and the agreed mitigations are implemented.

What should be published and how?

33. A list of all Board Members’ relevant interests should be published in HTML in a separate page and linked to the ‘Our Governance’ page on departments’ gov.uk site. This includes executive and ministerial members of the Board^{[footnote 7]}. 

34. While this guidance is intended for Board Secretariats to manage NEBM interests, they are often involved in providing information on all Board Members during the drafting of the Annual Report and Accounts. Executive members of the Board are required to follow the Civil Service process for declaring their interests^{[footnote 8]} and ministerial members of the Board follow a separate process set out in the Ministerial Code with relevant interests published in the List of Ministers’ Interests^{[footnote 9]}. Departments’ HR Directors will hold the register of interests for executive members, therefore Board Secretariats are advised to liaise with them to obtain any relevant interests for executive members which should be published, following the same format below. Providing a link to the List of Ministers’ Interests is sufficient for publication on the webpage.

35. Agreed measures to manage or mitigate any conflicts of interest should not be published unless agreed with the Accounting Officer. 

36. The format for publication must use the How to publish board members’ interests template. This is to ensure that all publications are consistent and accessible.

37. NEBM interests are updated and published twice yearly on gov.uk in this manner. 

38. A link to the up to date ‘Board interests’ webpage should be provided in the Annual Report and Accounts. 

39. At the start of each financial year a new gov.uk ‘Board interests’ page should be created and the previous year’s page should be archived. This will allow the interests to be updated in real time and still ensure that contemporary records of the registers for each corresponding Annual Report and Accounts are available online. 

40. Any exemptions to the declaration of interests policy should be agreed in writing with the Permanent Secretary.

Frequently Asked Questions

41. Please refer to section 10.3 of the ‘Declaration and management of outside interests in the Civil Service’ for answers to a number of relevant questions^{[footnote 10]}. While the questions in that guidance refer to Civil Servants, the principles in the answers should be applied, where relevant, to the process for managing interests of NEBMs. Other questions include:

Q: Is there a minimum value threshold for declaring financial interests?

A: No, in general all financial interests should be declared. For funds managed by a third party, we ask for a description of shares/other investments held above £5000. Only those that are relevant to the work of the department are published and sensitive details (such as amounts or values of shares) should be redacted when published. 

Q: Why can’t the register of interests be published as a table?

A: Guidance for online formatting and publication has been developed with the Government Digital Service. The formatting is designed to be accessible and to be consistent with the way other information is published. 

Q: A NEBM has funds in a blind trust or has an investment portfolio that is managed by a third party. They are unsure whether the contents of these could pose a conflict of interest. How should this be managed? 

A: A blind trust (where investments which are managed by an established trust with trustees without the investors having knowledge of the trustees’ actions) is a legitimate way of preventing the possibility of a conflict of interests arising. Where an individual has a blind trust, they will not know its contents, although they may be aware of any investments that were placed in the trust when it was established. If an individual does not know how their money is invested then it is unlikely that their actions can be influenced in a certain way that benefits them. Individuals should declare blind trusts but are not required to provide further details of investments as they will not know these.

It is possible for an individual to have a blind management arrangement. This is similar to a blind trust but less formal. It may involve investments being managed by a third party investment manager with an agreement in place that that manager will not share any details of investments or their performance with the individual. Where a NEBM has this type of arrangement, they should declare it and confirm that they have no sight of the investments.

If an NEBM has investments managed by a third party investment manager where they receive information about those investments (for example, quarterly performance reports on a portfolio of shares), this is not a blind arrangement. In these cases, the NEBM should be asked to share details of the investments held over £5000.

Q: Is political activity a conflict of interest and what constitutes political activity? 

A: NEBMs are not barred from undertaking political activity, however any political activity should be declared and assessed as set out in this document. Paragraphs 3.11 - 3.15 of the Code of Conduct for Board Members of Public Bodies set out the expectations if engaging in political activity^{[footnote 11]}. Donations made to political parties that are reported on the Electoral Commission are considered to be political activity.^{[footnote 12]}

Q: Do ALBs and other public bodies have a different process for managing Non-Executive Directors’ interests?

A: The principles set out in the guidance should be followed as closely as possible for all Non-Executives in ALBs and public bodies. If details of the guidance are not applicable in specific scenarios then a suitable approach should be agreed with the body’s Accounting Officer and should adhere to the Code of Conduct for Board Members of Public Bodies. 

Q: Is this a separate process to the declarations made during the public appointments process?

A: Yes, candidates are asked to declare their interests during the public appointments process in order for the advisory assessment panel to explore any potential conflicts of interest with the candidate and provide advice to the appointing minister. 

This guidance is for Non-Executives once they have been appointed and are in role. This process is designed for departments to meet reporting requirements therefore the interests declarations may ask for more specific information from Non-Executives compared to the public appointments process.

Q: What are the different types of interests?

Types of interest

This list is an adapted version of the list found in the guidance for Civil Servants so that it is applicable to NEBMs but is consistent with the current approach.

Personal interests

Where the individual has relevant close family or personal relationships (including from a work context) which could influence their objectivity.

Financial interests

Where the individual stands to gain financially from the work they are undertaking in the department or they can use their status to deliberately prevent someone else from gaining financially. This could also include where an individual has been declared bankrupt or their general financial status makes them more vulnerable to situations that could be seen to compromise their position. Examples of specific financial interests include shareholdings, property holdings, loans and directorships. 

Private shareholdings

Where an individual holds shares in a business that their department has an interest in.

Outside occupations

All remunerated outside employment, work and appointments should be declared, whether or not considered relevant. Where work is not directly remunerated but may generate financial advantage for third parties, this should also be declared.

Voluntary roles

Where an individual works in an organisation that holds regulatory or procurement responsibilities for a separate organisation they hold a voluntary role for, or where they may have access to information which could be of benefit to the organisation for which they volunteer.

Previous employment, appointment or other outside roles 

Where an individual has previously held roles, or formed close working relationships, that might be relevant to their current role. This should also include any elected roles (e.g. Parish or local Councillor).

Business interests

Where an individual holds an interest in any organisation (including directorships) which they could use their NEBM position to further.

Insider dealing

Insider dealing is a serious criminal offence under the Criminal Justice Act 1993. If in the course of an individual’s work they come into possession of information that could be used for financial gain (or other types of gain) this must be treated in the strictest of confidence. It may be necessary to declare any interests that put an individual in a position where they could benefit from holding certain information.

Procurements

Where individuals have direct or indirect financial, economic or other personal interest which might be perceived to compromise their department’s impartiality and independence in its procurement process.

Any other relevant interests

Individuals should include any other interests they hold which might reasonably be perceived as relevant to their responsibilities as a NEBM. This could include but is not limited to holding a prominent role as a media commentator, donations to a relevant organisation or political party, any other political activity.

1. Interests of officials should follow published guidance, Ministers’ interests are published centrally by the Cabinet Office ↩

2. Recommendations 24 and 25, p.37 ↩

3. Code of Conduct for Board Members of Public Bodies (PDF, 437KB) ↩

4. Corporate governance in central government departments: code of good practice (PDF, 514KB) ↩

5. The reference to £5000 comes from FRC Conflict of Interest Policy (PDF, 1,397KB) ↩

6. Principles relating to processing of personal data ↩

7. The requirement for all Board Members’ interests to be published is set out in paragraph 6.4.3e of the Government Financial Reporting Manual: 2024-25 (PDF, 1,679KB) pp.37-38 ↩

8. Interests of officials on the Board should follow published guidance ↩

9. Ministers’ interests are published by the Independent Adviser on Ministers’ Interests ↩

10. Resolving conflicts of interest ↩

11. Code of Conduct for Board Members of Public Bodies (PDF, 437KB) p.5 ↩

12. Donations and loans ↩