1. Purpose

The Institute for Advanced Learning and Metacognition (IALM) is committed to ensuring that its decisions and activities are conducted with the highest standards of integrity and transparency. As a charity, IALM must act in the best interests of its beneficiaries and the public.

The purpose of this Conflicts of Interest Policy (the “Policy”) is to:

• protect the Institute and those who act on its behalf from any appearance of impropriety;
• provide a clear framework for identifying, declaring and managing conflicts of interest;
• ensure that personal or external interests do not influence, or appear to influence, the Institute's decision-making; and
• uphold the trust and confidence of members, stakeholders, regulators and the public.

2. Scope

This Policy applies to all “Covered Individuals,” namely:

• trustees of the Board;
• members of any IALM committee or panel;
• executive directors and senior management;
• employees with significant decision-making or budgetary responsibility; and
• Fellows or members acting in a formal representative capacity for the Institute.

3. What is a conflict of interest?

A conflict of interest arises where an individual's personal, professional or family interests and/or loyalties conflict, or could be seen to conflict, with those of IALM. The Charity Commission, in its guidance for trustees (CC29), describes a conflict of interest as any situation in which a trustee's personal interests or loyalties could, or could be seen to, prevent them from making a decision only in the best interests of the charity.

Such conflicts may:

• inhibit free and open discussion;
• result in decisions or actions that are not in the best interests of the Institute; or
• risk the perception that the Institute has acted improperly or been influenced by private interests.

Conflicts may be actual, potential or perceived. This Policy requires all three to be managed in order to protect the Institute's integrity.

3.1 Types of interest to declare

Interests that must be declared include, but are not limited to:

• Financial interests: employment, directorships, shareholdings (typically exceeding 5%), or consultancies;
• Non-financial interests: trusteeships or memberships of other charities, professional bodies, or special interest groups;
• Connected persons: interests held by a spouse or civil partner, child, parent, sibling, or business partner (as defined by the Charities Act 2011);
• Gifts and hospitality: any gift or hospitality offered or received in connection with the individual's role at IALM with a value exceeding £25.

4. The declaration process

4.1 Declaration on appointment and annually

All Covered Individuals are required to complete a Declaration of Interest Form (Annex A) on appointment and at least annually thereafter. The Governance Officer will maintain a central Register of Interests.

4.2 Ongoing declarations

Individuals must update their declaration as soon as any material change occurs in their circumstances. In addition, any conflict relating to a particular agenda item must be declared at the start of the relevant meeting.

4.3 If in doubt, declare it

If an individual is uncertain whether a particular interest constitutes a conflict, they should declare it, or seek guidance from the Executive Director or the Chair of the Board of Trustees. Declaring a conflict of interest is not, in itself, a suggestion of any impropriety — it is the failure to declare a conflict that carries risk. “If in doubt, declare it” is the standard the Institute expects, and members are asked to be supportive of the declarations made by others.

5. Managing conflicts of interest

5.1 Disclosure at meetings

Where a conflict of interest arises during a meeting, the individual concerned must:

1. declare the nature and extent of the interest at the earliest opportunity;
2. withdraw from the room during the discussion and decision, unless the Chair expressly invites them to remain to provide information (in which case they may not take part in the decision); and
3. not be counted in the quorum for that part of the meeting.

5.2 Contracts and financial transactions

Where a Covered Individual has a conflict of interest relating to a contract or financial transaction involving IALM, they must not be involved in the procurement, negotiation, management or monitoring of that contract.

5.3 The Register of Interests

All declarations are recorded in the Institute's Register of Interests, which is maintained by the Director. The Register records declared interests and any gifts or hospitality over £25, and is reviewed by the Board of Trustees at least annually. All declarations are treated with appropriate confidentiality.

5.4 Recording decisions

All conflicts declared, and the actions taken, must be recorded in the minutes. The record should include the nature and extent of the conflict, a summary of the discussion (excluding the conflicted individual), and the decision reached and how the conflict was managed.

6. Data protection

Information provided in Declaration of Interest forms will be processed in accordance with the Data Protection Act 2018 and the UK GDPR. The information will be used solely for the purpose of identifying and managing conflicts of interest and safeguarding the integrity of the Institute. The Register of Interests will be accessible only to authorised personnel and the Board of Trustees.

7. Compliance and breaches

Failure to declare a known conflict of interest is a serious matter and may lead to:

• disciplinary action for employees;
• removal from the Board for trustees, in accordance with the Constitution; and
• the withdrawal of membership or representative status for Fellows and members, in accordance with the Bye-laws and Members' Charter.

Where a conflict is known to the Chair or Director but has not been declared by the individual concerned, the Chair has the authority to declare it on their behalf.

8. Related policies and legislation

• IALM Constitution and Bye-laws;
• IALM Members' Charter;
• IALM Privacy Policy;
• the Charities Act 2011 (including the provisions relating to trustee duties and benefits);
• Charity Commission guidance: Conflicts of interest — a guide for charity trustees (CC29); and
• the Charities Statement of Recommended Practice (SORP).

9. Monitoring and review

This Policy will be reviewed by the Board of Trustees at least every two years, or sooner if required by changes in law, regulation or good practice, to ensure it remains current and effective.

The Board of Trustees approved this policy on 24th June 2026.