Section 5: Declaration of interests
Question 8: Do you have any comments on the changes proposed for Section 5: Declaration of Interests? The changes have been made to make it clearer that members need to take responsibility for declaring matters of interest.
Twenty-eight respondents (62%) provided comments on the changes proposed in Section 5 of the revised Model Code, while 17 (38%) did not. Many respondents felt that this section of the Model Code was clear, simple and easy to understand, particularly when compared to the current Model Code. In particular, respondents welcomed the greater clarity around when a declaration of interest should be made and also in relation to the use of the objective test. A couple of respondents said that the changes made in Section 5 underlined personal responsibility in declaring matters of interest and made this responsibility clearer.
Several respondents also felt that the changes made in Section 5 of the Model Code were helpful, practical and easy to apply. For example, a couple of respondents said that they found the ‘three stage process’ helpful in declaring an interest, namely: identifying a connection; declaring that connection as an interest where the objective test has been met; and withdrawing from board meetings.
Some examples of the positive feedback from participants included:
“The new approach and the new wording are huge improvements on the existing rules – shorter, simpler, clearer language, easier to apply to circumstances.”
“The detail on the objective test is set out clearer and is easier to follow and apply.”
“The clarity in this section is welcomed, particularly clarity on where there is an interest, a Board member should not remain in the discussion nor decision making.”
On the other hand, several respondents felt that there were aspects of Section 5 that should be amended or made clearer, or that could cause issue for board members. In particular, some expressed concerns in relation to Paragraph 5.5, which stipulates that board members will not remain – or participate – in any parts of board meetings where they have declared an interest. Some of these participants felt that the removal of board members from meetings where an interest has been declared would be detrimental to the meeting taking place, as board members with potentially important knowledge and experience would no longer be present. Others said that members should only be required to leave the meeting after making a declaration of interest, should that interest represent a clear conflict with the matter being discussed. Other points raised in relation to Paragraph 5.5 included that:
- the introduction of the qualification ‘significant’ in Paragraph 5.5 would likely lead to some board members being discouraged from declaring small interests;
- the Model Code should be clearer what ‘leaving the room’ would mean for online meetings – for example, specifying whether this means disconnecting from the meeting altogether or simply turning off their camera and microphone.
Some examples of other less common points raised by respondents in relation to Section 5 included:
- on Paragraph 5.7 (which states that dispensations can be granted to take part in discussions on matters where board members would otherwise have to declare an interest and withdraw from the meeting), whether dispensation will be applied to members of Integration Joint Boards;
- more clarity is required around the definition of ‘family’ for the purposes of declaring an interest;
- Section 5 is expressed in overly-technical language – this respondent felt that a plain English explanation of the steps that must be taken in declaring an interest would enable this section to be more easily-understood;
- that more context would be helpful to stress the importance of making a declaration;
- that guidance could be provided on what might constitute a declarable interest.
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