School governors have a conflict of interest when their financial or personal circumstances mean they have split loyalties and cannot act impartially.
Examples include a governor who owns a business that sells to schools or a governor who is married to a member of staff.
This article covers any conflict of interest that can occur. It should be read in conjunction with the more specific article on governors’ business interests.
Managing Conflicts of Interest
The rules for maintained schools and academies are explained below, but the three basic points for all schools are:
- Governors (including local governors), trustees and associate members must declare any conflicts of interest and allow them to be published online.
- If a governor, trustee or associate member with a conflict of interest is present when the governing body is talking about or making a decision that relates to the conflict, they must leave the room and not vote on the matter.
- Most conflicts of interest can be “managed” by the governor leaving the room; they do not automatically prevent a person from joining the governing body. The exception to this is when conflicts are so major they are likely to arise frequently and interfere with the responsibilities of the governor.
Conflicts of Interest in Maintained Schools
School governor law from 2013 defines conflicts of interest in maintained schools. It applies to any “relevant person”, which it defines as any governor, headteacher, associate member or clerk.
“Where in relation to any matter—
(i) there may be a conflict between the interests of a relevant person and the interests of the governing body
(ii) a fair hearing is required and there is any reasonable doubt about a relevant person’s ability to act impartially, or
(iii) a relevant person has a pecuniary interest, that person, if present at a meeting of the school at which the matter is the subject of consideration, must disclose his or her interest, withdraw from the meeting and not vote on the matter in question.”
Roles, Procedures and Allowances (England) Regulations 2013
The first point in the law says that conflicts of interest can arise between the governing body and an individual. It does not limit the conflict to financial interests. Any split of loyalty should be avoided as decisions must be made solely in the best interests of the school.
The second point refers to a “fair hearing” and the importance of acting impartially. This applies, for example, if governors form a disciplinary committee or exclusions panel.
In that case a fair hearing may be compromised if a governor has already discussed the case with the headteacher and helped her to reach the decision to exclude. Having taken part in this decision, the governor is not impartial enough to sit on the exclusion panel that examines this decision.
The third point is about pecuniary (financial) interests, which means any business interests the governor might have or any other way they could make money from a decision made at a governing body meeting.
The business interests that must be declared are covered in more detail in a separate article, but any interest should be declared if it could benefit the governor financially.
When does the clerk have a conflict of interest?
The clerk does not have a vote so cannot have a conflict of interest in the way that governors can. However, the law for maintained schools says there are certain situations when the clerk must leave the room:
- when governors are discussing either appointing or firing the clerk
- when governors are discussing the clerk’s pay or performance appraisal
- when disciplinary action is being considered against the clerk.
It’s possible that your academy trust may have similar rules but there are none in the current model articles.
There is no duty to add the clerk to the register of interests in either maintained schools or academies. Despite that, it may be prudent to declare a relevant interest if it could create a conflict.
The Academy Trust Handbook says that trusts should consider whether they need to register “other interests” even if they are not strictly required to “and if in doubt should do so”, which is a good rule of thumb for any school.
For example, if a clerk is married to a school employee the clerk can still minute meetings because they are not a decision-maker and are bound by confidentiality, but they should not take minutes of a disciplinary hearing involving their spouse as they could be accused of bias.
Similarly, a clerk with a child at the school should not take minutes of an exclusion panel regarding their child.
If the clerk wishes to declare their interests they can either be added to the register of interests or they could be declared annually in the minutes of a full governing body meeting.
Can a clerk work for more than one school?
Yes and many clerks do – I’ve worked for more than one school myself. The clerk needs to maintain confidentiality and not share information between schools, but there’s no reason why a clerk to governors cannot work at multiple schools.
Is it a conflict of interest for the clerk to be the headteacher’s PA?
There are no regulations that forbid the clerk from also working as the headteacher’s personal assistant or secretary, or indeed any other role at the school.
Law for maintained schools says that the clerk cannot be a governor or the headteacher and this is mirrored in academy model articles (June 2021) which say that neither a trustee nor the principal can be the “governance professional”. These are the only restrictions however, so it is possible for the clerk to have another job at the school.
A clerk with a second job must remain objective when writing minutes and clerking panels. They must also maintain confidentiality if they hear details of salaries or disciplinary issues.
It may be inadvisable for the clerk to be the school business manager because the business manager may need to take an active part in meetings, explaining the budget and answering governors’ questions, making it impossible to take minutes at the same time.
It is important to remember that clerks report to the governing body itself, not the headteacher. If you have two jobs at the school I would request a separate contract for the clerking role to reflect this.
Conflicts of Interest in Academies
The rules for academies are more complex because they are schools, companies and charities all at once. However, the principles remain the same: all conflicts must be publicly declared and if the board is discussing a relevant issue the trustee must leave the meeting and not vote.
“Any trustee who has or can have any direct or indirect duty or personal interest (including but not limited to any personal financial interest) which conflicts or may conflict with their duties as a trustee shall disclose that fact to the trustees as soon as they become aware of it.
“A trustee must be absent from any discussions of the trustees in which it is possible that a conflict will arise between their duty to act solely in the interests of the academy trust and any duty or personal interest (including but not limited to any personal financial interest).”
Model Articles of Association (June 2021)
Can a governor be related to a staff member?
Possibly. This will depend on the staff member’s job and whether the conflict of interest can be effectively managed by ensuring the governor does not vote on any relevant issues.
For example, if a governor’s sister works as a lunchtime supervisor this should not be a problem. The governor can still take part in the vast majority of discussions but would need to leave the meeting if there was a proposal that would benefit or affect their sister, for example to increase the pay of lunchtime staff or make some of them redundant.
On the other hand, if a governor was married to the deputy headteacher or another senior leader that conflict could be impossible to manage. A key part of the board’s role is to hold senior leaders to account and this governor would surely have a conflict of loyalty in almost all discussions.
Any relationships between governors and staff members must be publicly declared in the register of interests.
Can a governor be related to another governor?
Yes. This situation is unlikely to cause problems because it would not cause split loyalties when decisions are being made; governors can still act solely in the best interests of the school.
They may be asked to vote on the appointment of their relative to the board, or the election of their relative to chair or vice-chair, but they are permitted to make these decisions even if a personal tie exists between them. If any governors who became friends had to avoid voting on appointments then some governing bodies would become unworkable.
Note though that any relationships between governors must be publicly declared in the register of interests, although this would only apply to romantic relationships or relatives, not to the usual working friendships that would arise between governors over the years.