Conflict of Interest Policy

Policy Version: 1.0
Date Adopted: 21 May 2026
Review Date: 21 May 2027
Organisation: Earth Village CIC

1. Purpose

Earth Village CIC (the "Company") is committed to conducting its affairs with honesty, integrity and transparency. This policy sets out how directors, staff, volunteers and members must identify, declare and manage any conflict of interest that arises, or could reasonably be seen to arise, between their personal interests and their duties to the Company.

A conflict of interest is not, in itself, a sign of wrongdoing. Failing to identify or properly manage one is the problem this policy exists to prevent.

2. Scope

This policy applies to:

  • All directors of the Board

  • All employees and contractors

  • All volunteers acting on behalf of the Company

  • Members (where relevant to voting or decision-making)

3. Legal context

As a Community Interest Company, Earth Village CIC's directors owe statutory duties under the Companies Act 2006, including the duty to avoid conflicts of interest (s.175) and the duty to declare interest in proposed transactions or arrangements (s.177). The Company is also subject to the CIC Regulations and the asset lock, and reports annually on community benefit via its Community Interest Company Report. This policy operationalises those legal duties.

4. What counts as a conflict of interest

A conflict of interest may arise where a person's duty to act in the best interests of Earth Village CIC could be, or could appear to be, influenced by:

  • Financial interests — e.g. the person, or a close relative/business partner, stands to gain financially from a decision (contracts, grants, employment, property, loans)

  • Personal relationships — e.g. a decision affects a family member, partner, close friend, or an organisation they are connected to

  • Multiple roles — e.g. the person is a director, trustee, employee, or volunteer at another organisation that Earth Village CIC works with, funds, competes with, or regulates

  • Loyalty conflicts — e.g. a conflict between duty to Earth Village CIC and duty to another body (a "conflict of loyalty")

  • Gifts or hospitality — receiving gifts, hospitality or benefits that could influence, or appear to influence, decision-making

This includes both actual conflicts and perceived conflicts (situations that a reasonable person might think could affect impartiality), as well as potential conflicts that may arise in future.

5. Declaring an interest

5.1 Register of Interests

The Company will maintain a Register of Interests, recording for each director (and relevant staff):

  • Directorships, trusteeships or significant roles in other organisations

  • Shareholdings or financial interests in organisations that deal with, fund, or compete with Earth Village CIC

  • Close family or personal relationships with staff, contractors, suppliers, or funders

  • Any other interest that could reasonably give rise to a conflict

The register will be reviewed and updated at least annually, and whenever a new interest arises.

5.2 Standing agenda item

"Declarations of interest" will be a standing item at the start of every Board meeting. Directors must declare any interest relevant to that meeting's agenda, even if already recorded in the register.

5.3 In-the-moment declarations

Any person who becomes aware that they have an interest in a matter under discussion — whether on an agenda or arising unexpectedly — must declare it as soon as they become aware, before the matter is discussed or decided.

6. Managing a declared conflict

Once a conflict is declared, the Chair (or, if the Chair is conflicted, another director nominated by the Board) will decide, and minute, how it is managed. Options include:

  1. No action needed — the interest is too minor or remote to affect the decision

  2. Participate in discussion but not the decision — the person may provide information but withdraws before voting

  3. Withdraw entirely — the person leaves the room for both discussion and decision

  4. Independent review — an independent person or sub-group reviews the matter

  5. Board declines to proceed — where the conflict is too significant to manage

The decision, the reasoning, and the vote (excluding the conflicted person, where applicable) must be recorded in the minutes.

7. Related party transactions

Any proposed contract, grant, loan, employment arrangement, or purchase involving a director, a close relative of a director, or an organisation connected to a director must be:

  • Declared in advance

  • Approved by the unconflicted majority of the Board

  • Conducted on arm's-length, market-rate terms wherever possible

  • Documented, including the rationale for proceeding

This is particularly important given the CIC asset lock: transactions must not result in an inappropriate transfer of value away from the Company's community purposes.

8. Gifts and hospitality

Directors, staff and volunteers must not accept gifts or hospitality that could be seen to influence a decision. Modest, reasonable hospitality (e.g. a working lunch) is acceptable. Anything beyond this should be declared in a Gifts and Hospitality log and, where in doubt, referred to the Chair or line manager before acceptance.

9. Recruitment and procurement

Where a director or staff member is involved in recruiting, procuring services from, or awarding a grant/contract to a person or organisation they have a connection with, they must declare this at the outset and withdraw from the selection/decision-making process.

10. Confidentiality and information conflicts

Directors and staff must not use confidential information obtained through their role at Earth Village CIC for personal benefit or the benefit of another organisation they are connected to.

11. Breach of this policy

Failure to declare a conflict of interest, or acting on an undeclared conflict, will be treated as a serious matter and may be addressed under the Company's disciplinary procedures (for staff) or, for directors, may be raised for consideration by the Board and, where relevant, reported in the Community Interest Company Report or to the Regulator of Community Interest Companies.

12. Review

This policy will be reviewed by the Board at least annually, or sooner if there is a relevant change in law, guidance from the CIC Regulator, or organisational structure.

13. Policy Approval

Approved by the directors of Earth Village CIC

Signed:

Name: Jote Prakash Singh

Position: Director

Date: 21/05/2026