Standards of Business Conduct and Conflicts of Interest Policy

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Version History

Version: V1.0
Date: December 2021
Author: Independent Governance Advisor
Reason for change: Required as part of document set for ICB authorisation

Next review date: December 2025

Statement of overarching principles

All Policies, Procedures, Guidelines and Protocols of the NHS Suffolk and North East Essex Integrated Care Board (ICB) are formulated to comply with the overarching requirements of legislation, policies or other standards relating to equality and diversity.

In addition, policies are formulated to take account of the principles of good governance for those serving as members of the Board, committees or who take decisions where they are acting on behalf of the public or spending public money.

These include:

• The seven Nolan Principles Including Selflessness, Integrity and Objectivity
• The Good Governance Standards for Public Service (2004)
• The seven key principles of the NHS Constitution
• The Equality Act 2010
• The UK Corporate Governance Code
• Standards for Members of NHS Boards in England

1. Introduction

Integrated Care Boards must ensure that public confidence in their integrity is not harmed in any way by maintaining high standards of conduct at all times. This policy reinforces national guidance relating to the conduct of business within NHS Suffolk and North East Essex Integrated Care Board and underpins the ICBs Constitution, Standing Financial Instructions and relevant national legislation. The policy applies to all employees, committee and sub-committee members of the ICB and members of the Board (and its committees), hereinafter collectively referred to as ‘staff’.

2. Purpose of this Policy

The purpose of this policy is to ensure that all staff understand their responsibilities in relation to business conduct and the management of conflicts of interest within the ICB.

3. Cross Reference to Other Related Policies and Key Documents

This policy should be read in conjunction with:

• The ICBs Constitution and Standing Financial Instructions (SFI’s)
• Managing Conflicts of Interest: Revised Statutory Guidance – NHS England: 2017
• ICB Procurement Policy
• Whistleblowing Policy
• Counter Fraud and Anti-Corruption Policy
• Anti-Bribery Policy
• Intellectual Property Policy
• Code of Conduct for NHS Managers
• Professional Codes of Conduct
• Standards of Business Conduct for NHS Staff
• Commercial Sponsorship – Ethical Standards for the NHS
• Association of British Pharmaceutical Industries Code of Practice
• Chartered Institute of Purchasing and Supply Ethical Code
• Guidelines for the Download & Use of Images from the Internet

4. Definition of an Interest

4.1 A conflict of interest occurs where an individual’s ability to exercise judgement, or act in a role is, could be, or is seen to be impaired or otherwise influenced by his or her involvement in another role or relationship. In some circumstances, it could be reasonably considered that a conflict exists even when there is no actual conflict. In these cases it is important to still manage these perceived conflicts in order to maintain public trust.

4.2 Conflicts of interest can arise in many situations, environments and forms of commissioning, as members of the ICB may find themselves in a position of being at once commissioner and provider of services. Conflicts of interest can arise throughout the whole commissioning cycle from needs assessment, to procurement exercises, to contract monitoring.

4.3 Interests can be described within four different categories:

Financial interests: This is where an individual may get direct financial benefits from the consequences of a commissioning decision. This could, for example, include being:

• A director, including a non-executive director, or senior employee in a private company or public limited company or other organisation which is doing, or which is likely, or possibly seeking to do, business with health or social care organisations
• A shareholder (or similar ownership interests), a partner or owner of a private or not-for-profit company, business, partnership or consultancy which is doing, or which is likely, or possibly seeking to do, business with health or social care organisations
• A management consultant for a provider

This could also include an individual being:

• In secondary employment
• In receipt of secondary income from a provider
• In receipt of a grant from a provider
• In receipt of any payments (for example honoraria, one-off payments, day allowances or travel or subsistence) from a provider
• In receipt of research funding, including grants that may be received by the individual or any organisation in which they have an interest or role
• Having a pension that is funded by a provider (where the value of this might be affected by the success or failure of the provider).

Non-financial professional interests: This is where an individual may obtain a non- financial professional benefit from the consequences of a commissioning decision, such as increasing their professional reputation or status or promoting their professional career. This may, for example, include situations where the individual is:

• An advocate for a particular group of patients
• A GP with special interests e.g., in dermatology, acupuncture etc.
• A member of a particular specialist professional body (although routine GP membership of the RCGP, British Medical Association (BMA) or a medical defence organisation would not usually by itself amount to an interest which needed to be declared)
• An advisor for the Care Quality Commission (CQC) or the National Institute for Health and Care Excellence (NICE)
• A medical researcher

Non-financial personal interests: This is where an individual may benefit personally in ways which are not directly linked to their professional career and do not give rise to a direct financial benefit. This could include, for example, where the individual is:

• A voluntary sector champion for a provider
• A volunteer for a provider
• A member of a voluntary sector board or has any other position of authority in or connection with a voluntary sector organization
• Suffering from a particular condition requiring individually funded treatment
• A member of a lobby or pressure group with an interest in health

Indirect interests: This is where an individual has a close association with an individual who has a financial interest, a non-financial professional interest or a non- financial personal interest in a commissioning decision (as those categories are described above) for example a:

• Spouse / partner
• Close relative e.g., parent, grandparent, child, grandchild or sibling
• Close friend
• Business partner

A declaration of interest for a “business partner” in a GP partnership should include all relevant collective interests of the partnership, and all interests of their fellow GP partners.

Whether an interest held by another person gives rise to a conflict of interests will depend upon the nature of the relationship between that person and the individual, and the role of the individual within the ICB.

5. Policy Statements

5.1. Hospitality

5.1.1 When accepting hospitality during the course of business, it should be justified and appropriate and in line with what ICB staff, Board and committee members andindividuals might reasonably provide to employees. Individuals should also be able to demonstrate that the acceptance or provision of hospitality would benefit the ICB or NHS more widely.

5.1.2 Modest hospitality provided in normal and reasonable circumstances may be acceptable, although it should be on a similar scale to that which the ICB might offer in similar circumstances (e.g., tea, coffee, light refreshments at meetings). A common-sense approach should be adopted as to whether hospitality offered is modest or not. Hospitality of this nature does not need to be declared for inclusion in the register of gifts and hospitality, nor recorded on the register, unless it is offered by suppliers or contractors linked (currently or prospectively) to the ICB’s business in which case all such offers (whether or not accepted) should be declared and recorded.

5.1.3 There is a presumption that offers of hospitality which go beyond modest or of a type that the ICB might offer, should be politely refused. A non-exhaustive list of examples includes:

• Hospitality of a value above £25
• Offers of foreign travel and accommodation.

There may be some limited and exceptional circumstances where accepting the types of hospitality referred to in this paragraph may be contemplated. Express prior approval should be sought from the line manager before accepting such offers, and the reasons for acceptance should be recorded in the ICBs register of gifts and hospitality.

Hospitality of this nature should be declared to the Director of Workforce and People and recorded on the register, whether accepted or not.

In addition, particular caution should be exercised where hospitality is offered by suppliers or contractors linked (currently or prospectively) to the ICB’s business. Offers of this nature can be accepted if they are modest and reasonable but advice should always be sought from the line manager or Governance Advisor. All offers of hospitality from actual or prospective suppliers or contractors (whether or not accepted) should be declared and recorded

5.1.4 In cases where such hospitality is accepted and exceeds the value of £25, staff should record the hospitality in the Hospitality, Gifts and Sponsorship Register held by the Director of Workforce and People. Hospitality between £25 and £75 can be accepted but must be declared and hospitality over £75 should be refused unless senior approval is given.

5.1.5 Expenditure on or the acceptance of hospitality or entertainment should be considered in the light of the Bribery Act 2010 and the ICB Anti-Bribery Policy that provides further guidance. If there is any doubt about the acceptable level of hospitality, staff should seek advice from their line manager or the Director of Workforce and People.

5.2. Commercial Sponsorship

5.2.1 ICB staff, Board and committee members may be offered commercial sponsorship for courses, conferences, post/project funding, meetings and publications in connection with the activities which they carry out for or on behalf of the ICB. All such offers (whether accepted or declined) must be declared so that they can be included on the ICBs register of interests, and the Director of Workforce and People will provide advice on whether or not it would be appropriate to accept any such offers. If offers are reasonably justifiable and otherwise in accordance with the NHS England statutory guidance then they may be accepted.

5.2.2 Notwithstanding the above, acceptance of commercial sponsorship should not in any way compromise commissioning decisions of the ICB or be dependent on the purchase or supply of goods or services. Sponsors should not have any influence over the content of an event, meeting, seminar, publication or training event. The ICB should not endorse individual companies or their products. It should be made clear that the fact of sponsorship does not mean that the ICB endorses a company’s products or services. During dealings with sponsors there must be no breach of patient or individual confidentiality or data protection legislation. Furthermore, no information should be supplied to a company for their commercial gain unless there is a clear benefit to the NHS. As a general rule, information which is not in the public domain should not normally be supplied.

5.2.3 Where commercial sponsorship or collaborative partnerships involve a pharmaceutical company then the proposed arrangements must comply fully with the Medicines (Advertising) Regulations 1994 (Regulation 21 “Inducements and Hospitality”) attached as Appendix A

5.3. Gifts

5.3.1 Under the Bribery Act 2010, it is an offence for staff to corruptly accept any gifts or consideration as an inducement or reward for:

• Doing, or refraining from doing, anything in their official capacity; or
• Showing favour or disfavour to any person in their official capacity.

5.3.2 A ‘gift’ is defined as any item of cash or goods, or any service, which is provided for personal benefit, free of charge or at less than its commercial value.

5.3.3 All gifts of any nature offered to ICB staff, Governing Body and committee members and individuals within GP member practices by suppliers or contractors linked (currently or prospectively) to the ICB’s business should be declined, whatever their value. The person to whom the gifts were offered should also declare the offer to the Director of Workforce and People who has designated responsibility for maintaining the register of gifts and hospitality so the offer which has been declined can be recorded on the register.

5.3.4 Gifts offered from other sources should also be declined if accepting them might give rise to perceptions of bias or favouritism, and a common-sense approach should be adopted as to whether or not this is the case. The only exceptions to the presumption to decline gifts relates to items of little financial value (less than £6) such as diaries, calendars, stationery and other gifts acquired from meetings, events or conferences and items such as flowers and small tokens of appreciation from members of the public to staff for work well done. Gifts of this nature do not need to be declared, nor recorded on the register.

5.3.5 Any personal gift of cash or cash equivalents (e.g. vouchers, tokens, offers of remuneration to attend meetings whilst in a capacity working for or representing the ICB) must always be declined, whatever their value and whatever their source and the offer which has been declined must be and recorded on the register.

5.4. Register of Gifts and Hospitality

5.4.1 The ICB has a form to be completed when declaring gifts and hospitality available from the Corporate Services Office. All hospitality or gifts declared will be transferred to the ICBs register of gifts and hospitality. This includes any gifts and hospitality declared in meetings.

5.4.2 The ICB will publish the register of gifts and hospitality in a prominent place on its web site.

5.5. Declaration and Recording of Conflicts of Interest

5.5.1 Whilst the off-duty hours of staff are their own concern, they should ensure that they do not put themselves in a position where their private interests conflict with their job.

5.5.2 The Director of Workforce and People will maintain one or more registers of the interests of:

• The Members of its Board
• The Members of its committees or sub-committees and the committees or sub-committees of its Board
• Its Employees

5.5.3 The Director of Workforce and People, on behalf of the Chief Executive will ensure that the registers of interests are reviewed regularly and updated as necessary. Staff with budgetary and/or decision-making responsibilities at a level of £5000 and above will be required to make a statutory declaration upon appointment and twice each year, in April and October and on the prescribed declaration form provided by the Director of Workforce and People.

5.5.4 The registers will be published on the ICBs’ website at: https://suffolkandnortheastessex.icb.nhs.uk/

5.5.5 All attendees are required to declare their interests as a standing agenda item for every Board, committee, sub-committee or working group meeting, before the item is discussed. Even if an interest has been recorded in the register of interests, it should still be declared in meetings where matters relating to that interest are discussed. Declarations of interest will be recorded in minutes of meetings

5.5.6 Outside of the prescribed declaration rounds in April and October each year, individuals will declare any interest that they have, in relation to a decision to be made in the exercise of the commissioning functions of the ICB as soon as they are aware of it and in any event no later than 28 days after becoming aware.

5.5.7 Where an individual is unable to provide a declaration in writing, for example, if a conflict becomes apparent in the course of a meeting, they will make an oral declaration immediately and provide a written declaration, on the prescribed form, as soon as possible thereafter.

5.5.8 Whenever an individual’s role, responsibility or circumstances change in a way that affects their interests (e.g., where an individual takes on a new role outside the ICB or enters into a new business or relationship), a further declaration should be made to reflect the change in circumstances as soon as possible, and in any event within 28 days. This could involve a conflict of interest ceasing to exist or a new one materialising. It is the individual’s responsibility to make a further declaration as soon as possible rather than waiting to be asked.

5.5.9 Staff must declare any interest that they, their immediate family, partner or close associate may have in a contract, or other similar matter under consideration by the ICB. A declaration should be made to the Chief Corporate Services Officer as soon as the interest is known and at any meeting where this association may compromise the outcome.

5.5.10 Similarly, staff must also declare to the Director of Workforce and People any shareholding that they, or their immediate family, partner or close associate may have in a company that may provide products or services to the ICB as soon as it is known and at any meeting where this association may compromise the outcome.

5.5.11 Staff must declare an interest if there is an item on an agenda where there is potential for either a pecuniary or non-pecuniary advantage to that staff member. At the discretion of the Chairman, the member of staff may need to leave the room for that agenda item and have no input into the decision-making process around that issue.

5.5.12 It is essential that all employees notify their line manager if they work elsewhere or take up further work whilst on the staff of the ICB who will then be responsible for judging whether there may be a potential conflict of interest or whether it may be detrimental to their NHS work.

5.6. Managing Breaches

5.6.1 It is the duty of every ICB employee, Board member, committee or sub-committee member to speak up about genuine concerns in relation to the administration of this policy and to report these concerns. These individuals should not ignore their suspicions or investigate themselves, but rather speak to the Director of Workforce and People at the earliest opportunity.

5.6.2 Any non-compliance with this policy should be reported immediately to the Director of Workforce and People (who will report the matter to the Conflicts of Interest Guardian) or in accordance with the terms of the ICB’s whistleblowing policy (where the breach is being reported by an employee or worker of the ICB) or with the whistleblowing policy of the relevant employer organisation (where the breach is being reported by an employee or worker of another organisation).

5.6.3 Investigations into reported or suspected breaches of this policy will be undertaken by the Director of Workforce and People or a person designated to undertake the investigation on her/his behalf.

5.6.4 The Conflicts of Interest Guardian will be fully briefed whenever a breach of the policy is reported or suspected and will oversee the investigatory process, providing advice as necessary.

5.6.4 Where a breach is found to be material and substantiated, the matter will then be managed in accordance with the ICBs disciplinary policy with appropriate action taken thereafter. This may also include criminal or professional regulatory implications.

5.6.5 Where a breach is found to be material and substantiated, NHS England will be notified and anonymised details of the breach will be published on the ICBs web site for the purpose of openness, transparency, learning and development.

5.7. Decision Making When a Member is Conflicted

5.7.1 When a member of the meeting (including the chair) has a conflict of interest in relation to one or more items of business to be transacted at the meeting, the chair (or remaining non-conflicted members where relevant as described above) must decide how to manage the conflict. The appropriate course of action will depend on the particular circumstances, but could include one or more of the following:

• Where the chair has a conflict of interest, deciding that another non-conflicted member of the meeting should chair all or part of the meeting
• Requiring the individual who has a conflict of interest (including the chair if necessary) not to attend the meeting
• Ensuring that the individual concerned does not receive the supporting papers or minutes of the meeting which relate to the matter(s) which give rise to the conflict
• Requiring the individual to leave the discussion when the relevant matter(s) are being discussed and when any decisions are being taken in relation to those matter(s). In private meetings, this could include requiring the individual to leave the room and in public meetings to either leave the room or join the audience in the public gallery
• Allowing the individual to participate in some or all of the discussion when the relevant matter(s) are being discussed but requiring them to leave the meeting when any decisions are being taken in relation to those matter(s). This may be appropriate where, for example, the conflicted individual has important relevant knowledge and experience of the matter(s) under discussion, which it would be of benefit for the meeting to hear, but this will depend on the nature and extent of the interest which has been declared
• Noting the interest and ensuring that all attendees are aware of the nature and extent of the interest but allowing the individual to remain and participate in both the discussion and in any decisions. This is only likely to be the appropriate course of action where it is decided that the interest which has been declared, is either immaterial or not relevant to the matter(s) under discussion.

5.7.2 For commissioning decisions the ICB has a Commissioning Governance Committee which provides an additional safeguard for when the commissioning of services requires conflicted individuals to withdraw and renders the Board non-quorate. In such circumstances the Commissioning Governance Committee assumes delegated responsibility, reporting its decisions to the ICB Board in public.

5.8. Conflicts of Interest Guardian and Management Support

5.8.1 To further strengthen scrutiny and transparency in the decision-making processes, the ICB has a Conflicts of Interest Guardian, a role undertaken by the ICB Audit Committee Chair.

5.8.2 The Conflicts of Interest Guardians are supported by the Director of Workforce and People and Governance Advisor who have responsibility for the day-to-day management of conflicts of interest matters and queries and for keeping the Guardians well briefed on conflicts of interest matters and issues arising.

5.8.3 The Conflicts of Interest Guardian in collaboration with the ICB governance lead:

• Act as a conduit for staff, members of the public and healthcare professionals who have any concerns with regards to conflicts of interest
• Provides a safe point of contact for employees or workers of the ICB to raise any concerns in relation to this policy
• Support the rigorous application of conflict-of-interest principles and policies
• Provide independent advice and judgment where there is any doubt about how to apply conflicts of interest policies and principles in an individual situation
• Provide advice on minimising the risks of conflicts of interest

5.8.4 Whilst the Conflicts of Interest Guardian has an important role within the management of conflicts of interest, executive members of the ICB Board have an on-going responsibility for ensuring the robust management of conflicts of interest, and all ICB employees, Board and committee members have individual responsibility in playing their part on an ongoing and daily basis.

5.9. Mandatory Training

5.9.1 It is a requirement for all ICB employees, Board and committee members with involvement in ICB business to complete mandatory on-line conflicts of interest training provided by NHS England. The Human Resources Department will maintain a record of staff training.

5.10. Register of Procurement Decisions

5.10.1 To further enhance transparency and openness, the ICB maintains a Register of Procurement Decisions taken, either for the procurement of a new service or any extension or material variation of current contracts. The register includes:

• The details of the decision
• Who was involved in making the decision (including the name of the ICB clinical lead, the ICB contract manager, the name of the decision making committee and the name of any other individuals with decision-making responsibility)
• A summary of any conflicts of interest in relation to the decision and how this was managed by the ICB
• The award decision taken

5.10.2 The register of procurement decisions is updated whenever a procurement decision is taken and is made publicly available and easily accessible to patients and the public by:

• Publishing the register in a prominent place on the ICB’s website
• Making the register available upon request for inspection at the ICBs headquarters

5.11. Intellectual Property

5.11.1 From time to time during the normal course of employment a member of staff may generate intellectual property that could have value in delivering better patient services. Intellectual property (patents, copyright, design rules, trademarks, know how) which arise in, or could reasonably be expected to arise from, the course of duties of a member of staff, belong to the ICB unless an existing contract with an external sponsor overrules this.

5.11.2 The ICB policy is to encourage and enable a member of staff to participate in the generation of intellectual property as part of its commitment to delivering the best possible patient care. However, a balance needs to be achieved between the legitimate needs of the ICB to protect its interests and the provision of a creative environment for staff.

5.11.3 The following paragraph will be included in all new contracts with staff:

“You must disclose any matter developed as part of your normal duties and capable of being patented. While the patent will belong to the ICB you will be able to benefit from it as defined in the Patents Act 1977. You are under a contractual obligation to do all in your power to claim and defend patent rights and the ICB will pay all costs involved. Where the ICB does not wish to apply for a patent, you may request permission to do so at your own cost. Should the ICB refuse on grounds of confidentiality you may seek compensation under the provisions of the Patents Act.”

5.11.4 In spite of statutory provision whereby the copyright in any work produced by an employee in the course of employment belongs to the employer, the ICB normally reassigns ownership of copyright in any work to be published to the author and will waive any claim they may have to benefits arising from publication, with the exception of the following which will always belong to the ICB:

• Copyright of training materials produced in the course of employment for the ICB that are produced, used or disseminated within the organisation.
• Copyright in any software programme generated during the normal course of employment.
• Copyright in any designs, specification or other works that may be necessary to protect rights in commercially exploitable intellectual property.

5.11.5 No steps should be taken, including the establishment of companies, to exploit any ICB intellectual property without the specific approval of the Board. Staff are required to co-operate with the ICB with regard to identifying and developing intellectual property that may be exploitable.

5.11.6 The use of images downloaded from the internet on a website or in a presentation or publication could mean breaking copyright law. Many organisations, including ICBs, are now inadvertently falling foul of the law in the use of copyright images and are being fined. The pursuit of organisations for unauthorised use of images is becoming more prevalent and the ICBs guidelines document provides background to copyright law and details of how to use images legally and find free images that are available for public use.

6. Summary of Roles and Responsibilities

6.1. It is the responsibility of the ICB to ensure that this policy is brought to the attention of all staff and those who might attend committees and other groups of the ICB.

6.2 It is also the responsibility of the ICB to ensure that the mechanisms are in place for effective policy implementation.

6.3 It is the responsibility of all staff to ensure that they are familiar with this policy and their responsibilities within it. In summary staff will:

• Ensure that the interest of patients’ remains paramount at all times.
• Be impartial and honest in the conduct of official business.
• Use public funds entrusted to them to the best advantage of the service, always ensuring best value for money.
• Not abuse their position for personal gain or to benefit family or friends.
• Not seek to advantage or further private business or other interests in the course of their official duties.

6.4 Failure by staff to comply with this policy may lead to disciplinary action that in certain circumstances could include dismissal. It may also be reported to the ICBs’ Local Counter Fraud Specialist for investigation and may lead to a criminal prosecution being commenced.

7. Review Period for this Policy

The policy will be reviewed every three years, unless there are changes in legislation or guidance or specific circumstances.

8. Communication

The policy will be communicated to all staff via the ICB website and intranet. It will also be communicated via departmental briefings.

9. Procedures and Guidelines Referenced in this Policy

Extract from The Medicines (Advertising) Regulations 1994 as shown at Appendix A.

10. Compliance Monitoring

The Director of Workforce and People will monitor compliance through internal and external audits.

11. Process for Waivers

No waivers are appropriate or acceptable in regard to compliance with this policy.

Appendix A

Extract from the Medicines (advertising) Regulations 1994

Inducements and Hospitality Staff and independent contractors working in the NHS should follow existing codes of conduct. Staff who are not covered by such a code are expected to:

• Act impartially in all their work.
• Refuse gifts, benefits, hospitality or sponsorship of any kind which might reasonably be seen to compromise their personal judgement or integrity, and to avoid seeking exert influence to obtain preferential consideration. All such gifts should be returned and hospitality refused.
• Declare and record financial or personal interest (e.g. company shares, research grant) in any organisation with which they have to deal, and be prepared to withdraw from those dealings if required, thereby ensuring that their professional judgement is not influenced by such considerations.
• Not misuse their official position or information acquired in the course of their official duties, to further their private interests or those of others.
• Ensure professional registration (if applicable) and/or status are not used in the promotion of commercial products or services.
• Beware of bias generated through sponsorship, where this might impinge on professional judgement and impartiality.

Any person who contravenes regulation 21(1) is guilty of an offence, and liable, on summary conviction to a fine not exceeding £5,000, and on conviction on indictment to a fine, or to imprisonment for a term not exceeding two years, or both. Anyone contravening regulation 21(5) is also guilty of an offence and liable, on summary conviction to a fine not exceeding £5000. The MCA Guidelines on Promotion and Advertising set out the standards to be followed.