This policy applies to trustees, CEO and Artistic Director, Executive Producer and/or Artistic Associate.

Why we have a policy

Trustees have a legal obligation to act in the best interests of OperaUpClose (the charity) and in accordance with the charity’s governing document, and to avoid situations where there may be a potential conflict of interest. Senior staff members cited above have similar obligations.

Conflicts of interests may arise where an individual’s personal or family interests and/or loyalties conflict with those of the charity. Such conflicts may create problems that:

• inhibit free discussion;

• result in decisions or actions that are not in the interests of the charity; or

• risk the impression that the charity has acted improperly.

The aim of this policy is to protect both the organisation and the individuals involved from any appearance of impropriety.

The declaration of interests

Accordingly, we are asking trustees, CEO and Artistic Director, Executive Producer and/or Artistic Associate to declare their interests, and any gifts or hospitality offered and received in connection with their role in [the charity]. A declaration of interests form is provided for this purpose, listing the types of interest you should declare.

To be effective, the declaration of interests needs to be updated at least annually, and when any material changes occur.

If you are not sure what to declare, or whether/when your declaration needs to be updated, please err on the side of caution. If you would like to discuss this issue, please contact the chair of the board of trustees for confidential guidance.

This register of interests shall be used to record all gifts of a value over £250 and hospitality over £250 received by the trustees and staff. Interests and gifts will be recorded on the charity’s register of interests, which will be maintained by the charity secretary. The register will be accessible to relevant regulatory and statutory authorities, such as the Charities Commission

Data protection

The information provided will be processed in accordance with data protection principles as set out in the Data Protection Act 2018. Data will be processed only to ensure that trustees, CEO and Artistic Director, Executive Producer and/or Artistic Associate act in the best interests of Opera Up Close. The information provided will not be used for any other purpose.

What to do if you face a conflict of interest

If you believe you have a real or perceived conflict of interest you should:

• declare the interest at the earliest opportunity

• withdraw from discussions and decisions relating to the conflict.

The charity secretary should take special care to ensure that minutes or other documents relating to the item presenting a conflict are appropriately redacted for the person facing the conflict. A balance needs to be made to ensure that the person still receives sufficient information about the activities of the charity generally without disclosing such sensitive information that could place the individual in an untenable position.

If you are a user of the charity’s services, or the carer of someone who uses the charity’s services, you should not be involved in decisions that directly affect the service that you, or the person you care for, receive. You should declare your interest at the earliest opportunity and withdraw from any subsequent discussion, unless expressly invited to remain in order to provide information. In this case you may not participate in, or influence, the decision or any vote on the matter. You will not be counted in the quorum for that part of the meeting and must withdraw from the meeting during any vote on the conflicted item.

There are situations where you may participate in discussions from which you could indirectly benefit, for example where the benefits are universal to all users, or where your benefit is minimal.

This action will be agreed by the chair and minuted accordingly.

If you fail to declare an interest that is known to the charity secretary and/or the chair of the board,

the charity secretary or chair will declare that interest.

Decisions taken where a trustee or member of staff has an interest

In the event of the board having to decide upon a question in which a trustee or member of staff has an interest, all decisions will be made by vote, with a simple majority required. A quorum must be attained for the discussion and decision; interested parties will not be counted when deciding whether the meeting is quorate. Interested board members may not vote on matters affecting their own interests.

All decisions under a conflict of interest will be recorded by the charity secretary and reported in the minutes of the meeting.

The report will record:

• the nature and extent of the conflict;

• an outline of the discussion; and

• the actions taken to manage the conflict.

Where a trustee benefits from the decision, this will be reported in the annual report and accounts in accordance with the current Charities SORP.

All payments or benefits in kind to trustees will be reported in the charity’s accounts and annual report, with amounts for each trustee listed for the year in question.

Where a member of OUC’s staff is connected to a party involved in the supply of a service or product to OUC, this information will be fully disclosed in the annual report and accounts. Independent external moderation will be used where conflicts cannot be resolved through the usual procedures.

Managing Contracts

If you have a conflict of interest, you must not be involved in managing or monitoring a contract in which you have an interest. Monitoring arrangements for such contracts will include provisions for an independent challenge of bills and invoices, and termination of the contract if the relationship is unsatisfactory.