«MEETING: PUBLIC BOARD MEETING 25 February 2015 Agenda item and Paper 7 Number CM/02/15/07 Agenda Title Declaration of Interests Policies for CQC ...»
Agenda Item: 7
Paper No: CM/02/15/07
MEETING: PUBLIC BOARD MEETING
25 February 2015
Agenda item and Paper 7
Agenda Title Declaration of Interests Policies for CQC
Board, and CQC Staff
Sponsor Eileen Milner, Executive Director C&CSD
Authors Alexandra Jones, Board Secretary
PURPOSE OF PAPER:
Actions required by the Board:
• Approve the Declaration of Interests Policy for CQC’s Board.
• Approve the Declaration of Interests Policy for CQC’s Staff.
• Note that both Policies apply to Executive Directors.
1.1. The Board’s Declaration of Interests Policy has been in the process of revision in recent months, in order to align it with the staff Declaration of Interests Policy and ensure that it is current, comprehensive and relevant.
1.2. PricewaterhouseCoopers’ (PwC) as our internal auditor advised CQC on the draft of the Declaration of Interest and Resolution of Conflict Policy for CQC staff, which was first approved by the Board in November 2014, to ensure the two policies were mutually consistent and met current good practice.
1.3. At its meeting in December 2014, the Board requested that further revision and improvement to the Board’s policy be undertaken, and charged the Board Secretary with this task. In producing this revised draft, reference has been had to the Declaration of Interests policies of: Monitor; NHS England; the NHS Trust Development Authority; and Ofsted: and to PwC’s corporate governance guidance.
1.4. The Board policy reflects the standards set out by the Committee on Standards in Public Life, and known as the Nolan Principles. It will replace Section 9 of the Board Standing Orders.
1.5. The Board policy applies to all CQC Commissioners and members of Committees, independent members of committees and members of any advisory committee, such as the National Information and Governance Committee.
1.6. Both the Board policy and the staff policy apply to Executive Directors. This is because the Board policy includes how declaration of interests will be managed Page 1 of 24 Agenda Item: 7 Paper No: CM/02/15/07 during Board meetings. Executive Directors will only need to submit one declaration form.
1.7. The Staff’s policy is as approved by the Board at its meeting in November 2014, with the addition of some text clarifying declaration of other potentially declarable relevant involvements by inspectors, specialist advisers and Experts by Experience as well as by CQC staff. The policy applies to all these categories of staff and contractors.
1.8. Both revised policies are now being put before the meeting of the Board in February 2015, to ensure mutual consistency and their simultaneous adoption and implementation as companion policies.
1.9. The Board Secretary is charged with overseeing the annual process of Declaration of Interests, coordinating on the Staff policy with Human Resources.
2.1. This policy sets out CQC’s requirements that recognise and disclose activities that might give rise to conflicts of interest or the perception of conflicts and ensure such conflicts are properly managed or avoided. As such it is essential to CQC’s compliance with best governance practice, and an important foundation supporting CQC’s organisational value of Integrity.
3.1. The Board is asked to consider and approve the CQC Board Declaration of Interests Policy, and to ensure that any conflicts between private interests and public duties of the Board are correctly identified, appropriately managed and effectively resolved.
3.2. The Board is also asked to confirm its approval of the CQC Staff Declaration of Interests Policy.
4.1 CQC Board Declaration of Interests Policy as at 25 February 2015
4.2 CQC Staff Declaration of Interests Policy as at 25 February 2015.
BOARD DECLARATION OF INTERESTS POLICY
1.1 The Care Quality Commission (CQC) places great importance on ensuring its staff members and Commissioners demonstrate the highest standards of conduct. Those engaged by the CQC must always maintain and publicly demonstrate high standards of professional conduct, impartiality, honesty and integrity.
1.2 All CQC staff and Commissioners are required to identify and disclose activities that might give rise to conflicts of interest or the perception of conflicts, and to ensure that such conflicts are seen to be properly managed or avoided.
1.3 If properly managed, activities can usually proceed as normal whilst at the same time upholding the person's obligations to CQC and protecting the integrity and reputation of the organisation. By contrast, conflicts which are not managed effectively may jeopardise public confidence and cause serious damage to the credibility of the organisation and the reputation of the individuals concerned.
1.4 This document sets out the Declaration of Interests Policy for Board members. It reflects the Standards of Business Conduct set out by the Committee on
Standards in Public Life, and known as the ‘Nolan Principles’:
2.1 The policy applies to:
• CQC Non-Executive and Executive Board members (i.e. Commissioners);
• Any advisory committee appointment by the CQC Board, including ACGC, RGV, NIGC and Remuneration Committee. This also includes any independent members and members of any sub-committees the board may, from time to time establish; and
• Executive Directors.
2.2 The following CQC policies should be read in conjunction with this document (please note this list is not exhaustive):
• Code of Conduct
• Gifts and Hospitality
3 REGISTER OF INTERESTS POLICY
3.1 This section describes the CQC’s policy in relation to the declaration and identification of interests, and the management of conflicts of interest.
Adherence to this Declaration of Interest Policy by CQC Board members is mandatory in order to identify and manage current or potential conflicts that may arise between the interests of the CQC and the Personal Interests, associations and relationships of CQC board members.
3.2 Failure to adhere to this Register of Interests policy may leave a Board member open to allegations of criminal activity, as an individual could be gaining unfair advantages or financial rewards for themselves or a family member, friend or associate. Failure to adhere can also give rise to potential reputational damage for the CQC and/or the Board member.
4 GENERAL PRINCIPLES AND PROCEDURES
4.1 If a member of the CQC Board, or a Committee or sub-committee member knowingly has any interest or duty which is material and relevant, or the possibility of such an interest or duty, whether direct or indirect and whether pecuniary or not, that, in the opinion of a fair-minded and informed observer would suggest a real possibility of bias in any matter that it brought up for consideration at a meeting of the Board or any Committee or sub-committee of CQC, s/he shall disclose the nature of the interest or duty to the meeting.
4.2 The declaration of interest or duty may be made at the Board or Committee meeting, at the start of the discussion of the item to which it relates, or in advance in writing to the Board Secretary. If an interest or duty has been declared in advance of the meeting, this will be made known by the Chair of the meeting prior to the discussion of the relevant agenda item. In the event of the person not appreciating at the beginning of the discussion that an interest or duty exists, s/he should declare such an interest as soon as he becomes aware of it.
4.3 If a member of the CQC Board or a Committee or sub-committee member has acted in accordance with the provisions of paragraphs 4.1 and 4.2 above and has fully explained the nature of their interest or duty, the members of the Board or Committee or sub-committee present will decide unanimously whether and to what extent that person
4.4 Where the Chair of the meeting has a relevant interest then s/he must advise the Board or the Committee or sub-committee accordingly, and with their agreement and subject to the extent decided participate in the discussion and the determination of the issue, and the extent to which s/he had access to any written papers on the matter. If it is decided that the Chair should leave the meeting because of a conflict of interest, the Senior Independent Director or another member of the Board, Committee or subcommittee will be asked to chair the discussion of the relevant agenda item in accordance with the procedure set out in paragraphs 4.1and 4.2 above.
4.5 All interests-related disclosures and discussions will be recorded in the meeting minutes.
5.1 Board members are required to declare any Personal Interests that may arise in
connection with the business of CQC in accordance with the policy terms set out below:
5.2 For the purpose of this policy the following terms shall have the meanings set out
5.3 The definition of ‘relevant person’ above is a fairly exhaustive list. In practice, the range of declarable relationships/relevant persons is likely to be rather narrower, and to focus primarily on relationships that are actually proximate, and/or that clearly fall into the categories of disclosable interests in paragraphs 6.9 and 6.10 below. In practice, there are likely to be occasional instances where the precise degree of ‘proximity’ or disclosability is a grey area, hence the general advice to consult the Board Secretary in case of doubt.
6 DISCLOSURE OF INTERESTS
6.1 CQC Board members will take all reasonable steps to identify conflicts of interest that arise or may arise in the course of the exercise of their duties. CQC Board members are required to declare any Personal Interest in any matter of CQC business that may directly or indirectly give rise to a conflict of interest, or the potential for, or perception of, conflict of interest.
6.2 CQC Board members are not required to declare all interests which they may have outside the CQC, but rather those interests that relate to or could influence or be perceived to influence CQC business.
6.3 In this connection, Board members will need to exercise judgment, common sense and individual integrity. In case of any doubt, the default position should be to err on the side of caution, and declare the potential interest, thus creating transparency and allowing CQC to assess and determine any possible conflict, using the guidance at paragraphs 6.9 and 6.10 below, to judge what is reasonable or declarable.
6.4 If any CQC Board member is unsure as to whether an interest should be declared, then he or she should seek guidance from the CQC’s Board Secretary.
6.5 If a Board member has, and knows of, no declarable interests, then he or she should state this fact.
6.6 Any suspicion that relevant Personal Interests may not have been declared should be reported to the CQC’s Board Secretary.
6.7 CQC Board members should register all relevant interests in accordance with Paragraph 6.9 and 6.10 below, and should also declare any Personal Interest at a meeting of the Board or Committee, when dealing with or discussing a matter to which the Interest is pertinent.
6.8 The declaration of any relevant interests will be included as an agenda item at the beginning of each and every board meeting and committee meeting.
6.9 The main categories of declarable interests for Board members are:
• Family relationships
• Friends and associates
• Financial and business dealings, relationships and interests
• Current or previous employment
• Memberships, involvements and affiliations with other relevant organisations.
6.10 More specifically, a CQC Board member is considered to have a Personal Interest in a matter of CQC Business where that CQC Board member or any Relevant
person and /or Close Association to the CQC Board member:
1. is a director (including non-executive directorships), partner or employee, has a direct shareholding, or otherwise has a position of ownership (all or part), control or management of a Private Company or PLC of a businesses which has a contract with the CQC or may seek to secure contracts with the CQC;
2. holds a position of executive or non-executive authority within a charity or voluntary organisation in the health and social care field;
3. holds another public office;
4. has held positions such as those listed at 1, 2 or 3 above in previous employment; in the previous five years (if a Non-Executive Board member); or ever (if an Executive Board member);
5. has a professional or legal obligation to someone else (such as being a trustee);
6. is likely to make a financial gain, or avoid financial loss, through the item under discussion / matter in which the Board is engaged;
7. has an interest in the outcome of a matter that is distinct from the CQC’s interest;
8. has a financial or other incentive to favour the interest of another party or group over the interests of the CQC;
9. has received a gift, hospitality or other benefit from an organisation or individual in the health and social care field;
10. is a member of a society or association in the health and social care field;