Our trust deed says:
Conflict of interests and conflicts of loyalties
A charity trustee must:
(1) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the charity or in
any transaction or arrangement entered into by the charity which has not been previously declared; and
(2) absent himself or herself from any discussions in accordance with this clause and must not vote or be counted as part of the quorum in any
decision of the trustees on the matter.
Background
Michael and Ruth are married and live at the same address. They founded the charity in 2016, and their relationship is well known to all trustees and staff. In 2017, the charity received a start-up grant of almost £1 million from the Lapid Charitable Trust that had been created by Ruth’s father, Jack Cigman, before he died in 2012.
Trustees’ interests
All the trustees have declared their interests. It is known that, as a member of the family that provided the start-up grant, Ruth has an interest in her father’s legacy that others may not share. Trustees who suspect that she may be swayed by this are invited to query her wishes openly; this applies to Michael as much as it does to any other trustee. Occasionally, this means asking Ruth to leave the room, and the same applies to all the trustees. The CEO also plays a major role in decision-making and reviewing conflicts of interest.
a) How would conflicts of interest between Michael and Ruth be managed?
The likelihood of conflicts of interest occurring between Michael and Ruth is mitigated by:
1) differentiation of responsibilities
As a former barrister and judge, Michael oversees the legal branch of the charity. He also deals with banking and investments. Ruth’s involvement with
financial matters is light in order to minimise conflict between her loyalty to her family legacy and Cotton Tree interests. As a former academic in moral
philosophy, Ruth takes the lead in managerial and pastoral matters, as well as the charity’s vision and ethos.
2) clear boundaries
Michael and Ruth respect boundaries between their areas of responsibility, and as a general rule do not encroach on each other’s territories.
3) the Cotton Tree principle of relaxed time
From time to time, as one would expect, disagreements occur between Michael and Ruth. The principle of relaxed time was established a) to create
a humane and welcoming environment for our members, and b) to allow in-depth conversations if/ when disagreement arises. This means
disagreements between Michael and Ruth are transparently shared with the CEO and other trustees.
General comment
As a founder of the Cotton Tree and specialist in moral philosophy (educational ethics, medical ethics etc), Ruth’s priority from the outset was to create an organisation with an ethical difference. Instead of focusing primarily, as most refugee organisations do, on specific goals (to achieve leave to remain, better housing, therapy or whatever), we put human beings at the centre of our work. We created structures around the principle of relaxed time that allowed us to respect the complexity of human beings and their interactions. These are valuable not only for working with clients, but also for working responsibly and transparently with staff and trustees. They are, we believe, the best protection against unwitting neglect of conflicts of interest.
b) How do your financial procedures mitigate against potential risk?
Michael manages the charity’s investments. They are all invested in accordance with an investment policy approved by the trustees. By general agreement, they are currently invested through Flagstone which only allows them to be returned to the charity’s principal bank account at Lloyds Bank. Flagstone only permit one person to operate the account with it. Michael ensures that enough money is moved monthly from Flagstone to the Lloyds account to cover about a month’s outgoings, currently £15000-£20,000 a month.
Michael, the CEO and our bookkeeper have access to our two Lloyds accounts. Ruth has no access to Flagstone or the Lloyds accounts. Each of Michael, our CEO and our bookkeeper has internet access to those accounts and can use them to pay outgoings. Both Michael and the bookkeeper regularly check the accounts and each of them regularly checks the purpose of any outgoing they cannot immediately identify.
Expenditure is almost entirely staff costs, rent, subscriptions (e.g. Quickbooks and Clio), and destitution payments. Other minor expenditure can be approved by Michael, Ruth or the CEO (currently a senior immigration solicitor). Any other proposed expenditure, e.g. appointing new staff who have not been budgeted for, needs approval from the trustees.