Governance Scenario
Standard 3.1 · Ethical Governance and Leadership
The Declared Interest
By Synnovate · Published 2026 · Governance Scenario
The Situation
The construction contract was significant - the largest single capital project in the school's history. Three suppliers had been shortlisted. One of them was a firm in which a board trustee held a minority stake. He had declared this at the start of the meeting, as required by the school's conflict of interest policy. The clerk had noted it in the minutes.
What happened next was ambiguous. The trustee did not leave the room. He did not participate in the vote. He did sit at the table throughout the discussion. He did respond when a question was directed at him - a clarifying question about the supplier's track record, which he answered because, as he noted, he knew them well.
The contract was awarded to a different supplier. Nobody raised a concern. But two trustees spoke privately afterwards. They were not sure that was the right process.
Provocations
- "Declaring a conflict of interest is the beginning of managing it, not the end."
- "A trustee who stays in the room during a decision in which they have an interest shapes that decision, even without speaking."
- "The fact that nobody raised a concern is not evidence that no concern existed."
- "Conflict of interest policies that specify declaration but not management leave the hardest question unanswered."
Considerations
Conflict of interest management has two distinct stages that are often conflated: declaration and management. Most policies are clear on declaration - the interest must be disclosed, and the clerk must note it. Fewer policies are specific about what happens next: whether the trustee leaves the room, whether they contribute to discussion, whether they vote, and who decides these questions in the moment.
The trustee in this scenario acted in a way that was technically compliant with the policy as written. He declared his interest. He did not vote. But governance is not only about technical compliance. A trustee who remains present during a significant procurement discussion - even silently - influences the dynamics of that discussion.
The two trustees who spoke privately afterwards were right to notice the ambiguity. The right response is not to reassure them that the policy was followed, but to use the episode as an opportunity to strengthen the policy - to specify not just that interests must be declared but what the expected practice is thereafter.
Boards should also consider whether they have a clear process for the chair to make a judgment call in the moment - where the policy is ambiguous, who decides, and how.
Platforms like Loom provide a structure for maintaining a register of interests that is visible to all trustees and updated regularly, so the board's conflict of interest framework is an active governance tool rather than a form completed at the start of each year.