1. Purpose
1.1 Purpose
The purpose of this Conflicts of Interest Policy (the Policy) is to set out the British Business Bank Group (the Bank’s) requirements for identifying and managing conflicts of interest.
The objectives of this policy are to:
- define the process to deal with any actual, potential or perceived conflicts of interest;
- provide a framework for managing different types of conflicts
- seek to safeguard the interests of counterparties and users of the Bank’s products and services from being compromised by conflicts of interest
- protect the reputation of both the Bank and its Colleagues by providing clear guidance for the effective disclosure, reporting and record keeping of conflicts of interests; and
- uphold the Bank's legal and regulatory obligations.
1.2 Legal, Regulatory and Government Obligations
A variety of legislation, guidance and regulation addresses the issue of conflicts of interest. Principles arise from a number of different sources, such as the: legislation such as the Companies Act 2006 (which includes provisions applicable to company directors); and the Bribery Act 2010 and the Fraud Act 2006 (which create criminal offences for certain acts); Individual colleagues may also be bound by the rules of the professional organisations or associations to which they belong. Additionally, there are high-level central government directions on how to manage conflicts of interest with guidance and codes of conduct to outline principles and expected behaviour for board members and accounting officers, for example:
- The Committee on Standards in Public Life’s ‘Nolan Principles’, and the Civil Service Code of Conduct, refer to ‘integrity’ and the need to put obligations of public service above personal interests.
- The Code of Conduct for Board Members of Public Bodies and Governance Code on Public Appointments – as detailed within the British Business Bank Plc Shareholder Relationship Framework Document.
- The Treasury’s Managing Public Money, outlines measures Accounting Officers and Board members could take if they encounter a conflict of interest, and its Corporate governance in central government departments: code for good practice for departments mentions the need for board members to declare and record conflicts of interest.
British Business Bank Investment Services Ltd (BBBIS) is authorised and regulated by the Financial Conduct Authority (FCA) and therefore subject to regulatory obligations concerning the identification, management, and mitigation of conflicts of interest.
This policy reflects those obligations and embeds standards that promote fair treatment of clients, transparency in decision-making, and the safeguarding of market integrity. These standards are applied consistently across the Bank to ensure proportionate and effective conflict management.
1.3 Alignment to Risk Appetite
Risk appetite is the type and level of risk the Board of the Bank is willing to take in order to deliver its strategy and public policy objectives.
This policy sits under the Level One Risk category, People Risk. It aligns to the Level Two Risk Category, Conduct and Culture, which is defined as ‘Risk that Bank employees fail to give due consideration to the impact of its product governance, design and distribution on its customers, or the Bank’s Code of Conduct; or that our organisational culture does not consistently support and reinforce ethical behaviour, sound judgement and effective decision making. This includes the risk that behaviours, attitudes, or cultural norms adversely impact our ability to deliver fair, transparent and high-quality outcomes for our customers.’
The Bank’s risk appetite in relation to Conduct and Culture is set at Low.
This policy also aligns with the Level Two Risk Category, Regulatory, which is defined as ‘The risk of loss or imposition of penalties, damages, fines or censure from the failure of the firm to meet its financial services regulatory requirements, or failure to identify and roll out new financial services regulatory obligations’.
The Bank’s risk appetite in relation to Regulatory is set at Low.
2. Scope
This policy applies to all BBB entities, operations, subsidiaries and Colleagues.
3. Key Requirements
The Bank will:
- identify and manage conflicts of interest appropriately
- manage conflicts of interest whilst recognising that the Bank’s Colleagues may have interests and affiliations beyond their work for the Bank;
- provide Colleagues with training to identify conflicts of interest; and
- enable Colleagues to report concerns regarding perceived, actual or potential conflicts of interest (please refer to the Bank’s Speak Up Policy for further information).
3.1 Declarations of Interests
All Colleagues are required to declare all material and relevant Outside or Personal InterestsRead footnote text 1 upon commencement of employment, when moving to a new role, and when they arise during their employment at the Bank. Colleagues are also required to complete an annual Declaration of Interests Form. The Compliance team maintains a Declaration of Interests Register which records all Colleagues declared Outside and Personal Interests, that could give rise to an actual, potential or perceived conflict of interest.
For further information and guidance on what Colleagues should declare please see Appendix B.
3.2 Conflicts of Interest
Colleagues must be aware of situations that give rise to conflicts of interest or the perception of a conflict of interest and not allow a conflict of interest to:
- compromise or otherwise call into question their judgement, ability to act objectively or properly discharge their duties and responsibilities owed to the Bank and/or Delivery Partners
- give rise to the risk of reputational damage to the Bank including the risk of the appearance of impropriety around the manner in which business is awarded to or by the Bank or of the Bank having obtained an improper advantage or treatment.
It is important for Colleagues to identify and disclose any conflicts of interest. This applies not only when there is an actual conflict of interest, but also when there is a potential conflict or when others may perceive there to be one. This disclosure is required even if any review undertaken does not identify the existence of an actual conflict of interest. All identified conflicts of interest – including those arising from external party interactions - should be reported to the Compliance Team via [email protected]
This includes conflicts arising as a result of external party interactions. The conflict should also be declared together with mitigating action to the Compliance team for inclusion on the Declaration of Interest Register.
A conflict of interest includes both actual conflicts (those that have arisen), potential conflicts (those that may arise), and perceived conflicts (situations that may give rise to the perception of a conflict of interest, even if no actual conflict exists). A conflict could also arise as a result of an external party transaction, regardless of any monetary impact. Certain conflicts are persistent and need to be managed on an ongoing basis, while others may arise in relation to a single event (e.g. a transaction) and can usually be managed by one-off measures.
Failure to identify and appropriately manage conflicts of interest could result in adverse consequences for the Bank, Colleagues and any Counterparties, such as reputational damage, damage to client relationships, loss of business, regulatory sanction and litigation risk and may result in:
- penalties and/or fines for statutory non-compliance;
- the impression that the Bank has acted improperly or non-impartially, which could result in an adverse reputational impact;
- a breach of the Bank’s Code of Conduct and the values it stands for; or
- a criminal offence being committed.
3.2.1 Conflict of Interest Types
Colleagues need to be aware of the potential conflicts that can arise across the Bank. Conflict types include, but not limited to:
Colleague vs. Counterparty or Read footnote text 2 Conflicts
Colleague vs. Counterparty or customer conflicts arise when the Bank's interests may be in conflict with the interests of counterparties, potentially compromising fairness, objectivity, and client trust.
Colleague vs. Counterparty Conflicts
Colleague vs. Counterparty conflicts occur when a Bank colleague's interests may be in conflict with those of one or more counterparties, risking partiality and improper influence.
Counterparty vs. Counterparty Conflicts
Counterparty vs. Counterparty conflicts emerge when the interests of one counterparty may be in conflict with the interests of one or more other counterparties, possibly leading to biased treatment and unfair practices.
Colleague vs. Bank Conflicts
Colleague vs. Bank conflicts arise when a Bank colleague's personal interests may be opposed to the Bank’s interests, affecting the integrity of decisions and actions.
Cross-Investment Conflicts
Cross-Investment conflicts occur when subsidiaries co-invest alongside external funds, or independently in the same or related assets, leading to conflicts in decision-making, investment strategies, and prioritisation of returns.
Regulatory vs. Non-Regulatory Conflicts
Regulatory vs. Non-Regulatory conflicts arise when FCA-regulated firms, which must prioritise client interests and adhere to stricter standards, operate alongside non-regulated firms that may focus more on commercial interests, creating strategic and operational tensions.
Dual Roles and Influence Conflicts
Dual Roles and Influence conflicts occur when individuals hold senior positions across multiple subsidiaries, potentially facing conflicting loyalties and influencing decisions in ways that could lead to bias or favouritism.
Insider Information and Competitive Advantage Conflicts
Insider Information and Competitive Advantage conflicts arise when access to sensitive information from one subsidiary is improperly used to benefit another, undermining fair market practices and compromising client trust.
Investment Conflicts
Investment conflicts arise when there are competing interests related to investment decisions, allocations, or strategies within the organisation or between the organisation and its clients.
Pricing and Valuation Conflicts
Pricing and valuation conflicts occur when there are discrepancies or biases in the pricing and valuation of assets, which can impact reporting, fees, and client trust.
Information Distribution and Disclosure Conflicts
Conflicts related to the distribution and disclosure of information arise when there is unequal access to material information, potentially leading to unfair advantages or misleading practices.
Close Personal Relationships with other Colleagues
Potential conflicts of interest may occur from personal relationships between employees, including co-habitation and/or financial interdependency or any personal business, commercial or financial relationship.
Relationships with Connected Persons
Potential conflicts of interest may occur from any relationships with family members, close friends or business (either the Bank’s or one’s own) associates whose interests might influence or be perceived to influence your decisions at the Bank.
There are many scenarios whereby a conflict of interest could arise. Appendix A provides some examples of potential scenarios.
3.3 Corporate-Level Conflicts of Interest (COI) Register
The Corporate-Level COI Register serves as the central repository for understanding and managing conflicts of interest for regulatory purposes across the Bank. Its primary objective is to:
- Map the conflict types and scenarios present within the Bank, providing a comprehensive view of where and how conflicts may arise.
- Catalogue the suite of mitigations in place to manage these conflicts, ensuring consistency, transparency, and proportionality in how risks are addressed.
- Act as the dedicated COI Register for BBBIS, in line with regulatory expectations now that this part of the Bank is FCA authorised.
Capture specific identified conflicts that:
- Have broader organisational relevance,
- Span multiple functions or business units,
- Require ongoing monitoring and oversight at a corporate level.
This register is not just a recordkeeping tool—it is a strategic instrument for conflict risk management, enabling the Bank to proactively identify patterns, assess mitigation effectiveness, and ensure regulatory compliance.
Ownership and Maintenance
The Compliance team owns and manages the Corporate-Level COI Register and is responsible for maintaining its accuracy, updating it regularly and working collaboratively with business units to ensure all relevant conflicts are identified and recorded and providing regular reporting on the status of the Corporate COI Register and any significant conflicts.
Declaration of Interests (DOI) Register
The Declaration of Interests (DOI) Register records individual colleague disclosures of personal and outside interests. Managed by the Compliance team, it supports the identification and mitigation of conflicts linked to a colleague’s role or Business Unit.
Where a conflict is identified, the register captures its nature and any agreed mitigations to ensure decisions remain objective and impartial. Conflicts with wider organisational relevance or cross-functional impact may be escalated to the Corporate-Level COI Register for central oversight.
3.4 Managing Conflicts of Interest arising from a Personal Declaration
Where an actual, potential or perceived conflict of interest is identified it must be appropriately managed by the relevant individual and their Line Manager. Line Managers should seek advice from Compliance where they are uncertain whether a conflict of interest exists, whether proposed mitigations are appropriate or adequate or where escalation may be required. The Compliance Team, does not own conflicts of interest or the associated mitigating actions although they must be notified to Compliance. The Compliance Team’s role is to provide advice, guidance and challenge, maintain the registers and oversee the effectiveness of the conflicts management framework as well as escalate significant or unresolved conflicts in accordance with this Policy.
The Bank also has in place a number of other policies (inclusive of this Policy), procedures and controls in place to mitigate conflicts of interest. Please see Section 6 for aligned Policies and Standards.
3.5 Escalation of Complex and/or Sensitive Conflicts of Interest
There will be circumstances where escalation of an identified conflict of interest is required to ensure appropriate oversight, consistent decision-making, and proportionate mitigation — particularly where the conflict is complex and/or sensitive. Examples include, but are not limited to:
- Conflicts that present potential reputational, regulatory, or legal impact
- Conflicts arising from lobbying or political activity that could affect impartiality
- Conflicts that re-emerge after previously being mitigated
- Conflicts subject to external scrutiny or media attention
Where Compliance determines that an identified conflict meets the threshold for escalation, the following steps apply:
- Escalation to the Chief Risk Officer (CRO) - Compliance will escalate the matter to the CRO for review and direction.
- Escalation to Executive Committee (if required) - If the CRO considers that the nature or implications of the conflict warrant broader organisational input or formal governance oversight, the matter will be escalated to the Executive Committee for final decision and resolution.
Escalation to the CRO should occur within 2 working days of Compliance determining that the conflict cannot be resolved at the Line Manager level. (Please see section 4.2 for other Line Manager responsibilities).
A resolution or formal decision should be reached and documented within 30 calendar days of the original declaration.
All escalated cases must be recorded in the Declaration of Interests Register, and/or captured in the Corporate-Level Conflicts of Interest Register where the nature of the conflict is deemed to have broader organisational relevance or cross-functional impact.
3.6 Conflicts of Interest at Governance meetings including Board and Board Committee meetings
A conflict of interest under the Companies Act 2006 arises when there is a conflict between the duties a director owes to the company and his/her own personal interests. The duty to avoid conflicts of interest, the duty to declare any interest in a proposed transaction or arrangement with the company and the duty not to accept benefits from third parties are embodied in the Companies Act.
Failure by a director to declare an interest is a criminal offence. There is an opportunity at all governance meetings including Bank Board or Board Committee meetings for Board members (or other attendees) to declare any conflicts of interest which may arise during the meeting.
These principles also apply to any internal meetings such as the requirement for Colleagues to make appropriate declarations at an Investment Committee.
Where an investment committee utilises the use of independent advisors for the purposes of leveraging independent expertise, the selection of advisors, should consider whether the individual has any conflicts of interest with respect to that particular deal.
The Company Secretary or their nominee will record details of any conflicts of interest and any mitigating actions taken to resolve the conflict of interest. In circumstances where an individual has declared a conflict of interest, the Chair of the meeting may decide that the individual should abstain from involvement in the relevant matter. This may require the individual to be excluded from any relevant information correspondence or communication or to recuse themselves from the meetings whilst the matter is discussed. The concerned matter is recorded in the minutes of the respective meeting.
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1
An Outside or Personal Interest is defined as any external employment (whether paid or voluntary), business or other activity or significant investment outside of your normal employment duties and responsibilities with the Bank or its subsidiaries. This is not limited to but can include directorships, trusteeships, partnerships, external employment or financial investments.
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2
The Bank’s counterparties include past, present or potential delivery partners, service providers and suppliers.
4. Responsibilities
4.1 All Colleagues
All Colleagues are responsible for identifying and managing conflicts of interest continuously. To ensure adherence to this policy, the following obligations will need to be met:
- Declare all material and relevant outside and personal interests at the commencement of employment, if moving to a new role and when they arise during the course of employment at the Bank;
- Submit any ad-hoc Declaration of Interest within five working days of becoming aware of a new personal or outside interest that may give rise to an actual, potential, or perceived conflict. This enables timely assessment and appropriate mitigation.
- Complete the Annual Declaration of Interests Form;
- Immediately notify your Line Manager and/or Compliance of the existence and general nature of any conflict of interest or if any guidance is needed;
- Seek guidance from your Line Manager or Compliance if unsure whether to declare an interest or if an interest creates an actual, potential, or perceived conflict of interest;
- Act with integrity, exercising sound judgement and discretion in all professional dealings;
- Maintain the requisite level of independence and objectivity when fulfilling responsibilities within the Bank;
- Make efforts to avoid situations that may lead to conflicts of interest arising from personal financial interests, relationships with family members or close personal connections, past, present, or potential future involvements in activities, or differing roles and responsibilities within the Bank;
- Disclose conflicts of interest when participating in decision-making meetings. If deemed necessary by the Chairperson, remove oneself from the decision-making process and refrain from influencing such decisions further; and
- Do not misuse information obtained during employment.
4.1.1 External Appointments
Where a Colleague has an external appointment which is a board position in a company in which the Bank has co-invested and/or other external appointments for developmental or personal reasons, appropriate measures must be put in place to ensure any resulting conflicts are managed appropriately.
For further detail and guidance please refer to the Bank Colleagues External Appointment Guidance Document.
4.1.2 Personal Investments
Colleagues must disclose any personal investment within five working days of the activity taking place which are not covered by the exemption. Please see Appendix B of this Policy for a list of exemptions.
This obligation extends to transactions undertaken by a Colleague’s spouse or civil partner or dependent children, where the Colleague has control over the investment decision, is aware of the activity or has access to the relevant information.
The Bank recognises that not all Colleagues have visibility over the financial affairs of their spouse, partner or dependants. Therefore, this requirement applies only where the Colleague has actual knowledge of the transaction or is reasonably expected to be aware of it (e.g. through shared accounts or regular financial discussions).
Where a Colleague becomes aware of such a transaction after the fact, they must disclose it as soon as reasonably practicable. If a Colleague is uncertain whether a trade falls within scope, they should consult the Compliance team for guidance.
For further details and guidance on this please refer to the Bank’s Market Abuse and Insider Dealing Policy.
4.1.3 Wider Interests
Colleagues must disclose any formal or informal, commercial or business arrangements with another Bank Colleague or with a Connected Person whose interests might influence or be perceived to influence your decisions at the Bank. Where other types of close personal relationships develop with another Colleague including co-habitation, Colleagues must promptly disclose them to HR via the online portal here. This disclosure will enable appropriate steps to be taken to manage any conflicts of interest and ensure impartiality in workplace decisions. Employees should also inform HR when disclosed relationships end via the portal. Failure to make a relevant notification may result in disciplinary action.
Colleagues must also declare any other wider interests they have including any books, articles authored or any IP owned.
4.2 Line Managers
Line Managers are responsible for: Identifying whether Colleague disclosures present a conflict of interest;
- Consulting Compliance and other functions where required, to determine the best course of action for resolving, managing, or avoiding conflicts of interest, including escalation if necessary;
- Reviewing Declaration of Interest forms for new hires, resolving any identified conflicts of interest prior to commencement of employment;
- Reviewing declarations made during annual DOI exercise or ad-hoc declarations, ensuring appropriate management of any conflicts of interest;
- Reporting potential, actual or perceived conflicts of interest to Compliance and other functions if required, to determine the best course of action, including escalation if necessary;
- Assessing any reported conflicts of interest to determine their existence;
- Conducting annual or more frequent reviews of reported conflicts of interest to ensure compliance with agreed mitigations;
- Allocating responsibilities to direct reports in a manner that appropriately considers any declared conflicts of interest.
4.3 Senior Leaders and Managing Directors
Senior management, including Senior Leaders, Managing Directors, and Executive Directors, are responsible for overseeing the identification, documentation, escalation, and management of all conflicts of interest within their relevant areas of responsibility at the Bank. They must:
- Communicate expectations clearly and share best practices throughout the Bank;
- Take a comprehensive view to identify potential and emerging conflicts of interest within and across their functions, making informed judgements regarding materiality and conflict resolution;
- Support the establishment of systems and controls to document, manage, and mitigate conflicts of interest risks, regularly assessing their effectiveness;
- Notify Compliance of any identified conflicts of interest; and
- Utilise management information to stay adequately informed about the matters listed above.
4.4 Compliance Team
The Compliance Team is responsible for:
- Establishing and maintaining appropriate policies, procedures, systems and controls to manage conflicts of interest adequately;
- Maintaining the Bank’s Declaration of Interest Register;
- Maintaining the Bank’s Corporate-Level Conflicts of Interest Register;
- Providing advice and guidance to Line Managers (in the first instance) on the effective management of conflicts of interest;
- Updating the Declaration of Interest register and recording any identified conflicts of interest and how they are being managed or have been resolved;
- Maintaining a structured oversight and monitoring process for declared conflicts of interest and associated mitigations. This includes tracking implementation, conducting periodic reviews to assess ongoing effectiveness, and ensuring that mitigations remain proportionate to the underlying risk;
- Escalating unresolved or significant conflicts in line with defined escalation protocols
- Designing and maintaining a structured management information (MI) framework for conflicts of interest
- Assisting senior management in dealing with conflicts of interest situations as they arise;
- Conducting structured compliance checks for individuals in higher-risk roles, including Non-Executive Directors and Executive Committee members. This includes reviewing declarations, performing independent verification (e.g. via CC2 screening and internal relationship checks), and coordinating with Company Secretariat to support the Chair and CEO in their review responsibilities and
- Facilitating adequate training for Colleagues relating to conflicts of interest.
4.5 HR Team
The HR Team is responsible for:
- Issuing and storing copies of new starter Declarations of Interests;
- Providing a copy of each new starter declaration to Compliance, to facilitate a review, prior to commencement of employment; and
- Notifying the Compliance team of internal role changes as part of the Joiners, Movers, and Leavers (JML) process via PXD, enabling timely reassessment of declarations of interest; and
- When applicable, and jointly with Compliance, provide advice on conflicts of interest which may arise during the course of employment.
4.6 Legal and Governance Team
The Legal and Governance Team is responsible for providing or obtaining legal advice when required in relation to conflicts of interest.
The Company Secretary or their nominee is responsible for:
- Recording (in the minutes) conflicts of interest declared at Board and Board Committee meetings and other internal decision-making committees and meetings such as Investment Committee or Investment Advisory Committee and where required, the mitigating action taken and escalating to the Compliance team for their consideration.
4.7 Board Members
- Board Members must appropriately consider conflicts of interest, particularly if they have dual roles across multiple Bank subsidiaries. They need to proactively identify any conflicts that may arise from their positions, either internal or external, and disclose them as required. Significant conflicts of interest should be properly documented, discussed, and managed by the respective boards.
- Board Members must make sure their decisions aren't influenced by any conflicts of interest. They should actively identify any conflicts that arise from their position on the board and disclose them as required. Any significant conflicts of interest should be documented, discussed, and managed properly by the board.
- Board Members shouldn't be involved in any business that competes with the Bank without first receiving approval.
- When existing Board Members are considering a new board appointment outside of the Bank, they should firstly discuss it with the Board Chair. The Board Chair may request that appropriate due diligence is completed by the Compliance team to support an informed decision.
5. Non-Compliance
All identified breaches of this policy must be reported via the Risk Incident Portal on the Bank’s Intranet. Breaches will be assessed by the Policy Owner to determine the further action required and may include disciplinary action in accordance with the Bank’s Disciplinary Policy.
6. Aligned Policies and Standards
Our aligned policies and standards support the broader and holistic control environment pertaining to the management of conflicts of interest, such as:
Code of Conduct
outlines the expected behaviour and ethical standards for Employees within the Bank. It explicitly addresses conflicts of interest and emphasises the obligation of Employees to disclose conflicts, maintain impartiality, and act in the best interest of the organisation.
Recruitment Policy
outlines the guidelines and procedures for hiring new Employees. It includes guidelines on conducting background checks, that may involve verifying financial interests, relationships or other relevant information that could potentially create conflicts.
Speak Up Policy
encourages Employees to report suspected conflicts of interest and protects them from retaliation. It provides clear procedures for reporting and assures Employees that their concerns will be thoroughly investigated.
Anti-Bribery & Corruption Policy
outlines Colleague obligations relating to the acceptance of gifts and/or hospitality through the Gifts and Hospitality Standards
Supplier Management Policy
outlines all potential or apparent conflicts of interest related to procurements must be declared to Commercial Operations and managed accordingly with the presumption that any conflicted Employee will not take direct part in any Procurement process.
Bank Colleagues External Appointment Guidance Document
Further aligned policies:
- Delegated Financial Authorities
- Market Abuse & Insider Dealing Policy and Standards
- Fraud Policy and Standards
- Financial Risk Policy
In addition to these it should be noted that Colleague contracts include a requirement to declare all conflicts of interest.
7. Key Controls
A key control or a combination of controls which manages the inherent exposure of a risk to an accepted residual level and within the defined risk appetite. The key controls relevant to this policy are contained in the table below:
| Control Title | Control Objective |
|---|---|
| Declarations of Interest – All Colleagues | All colleagues (permanent, fixed-term, and contractors) must declare material and relevant personal or external interests at onboarding, annually, and as they arise. HR must notify Compliance of internal role changes to trigger reassessment. Contractors must submit declarations at onboarding and renewal. |
| Line Manager Review and Challenge of Declarations | Line Managers must review all declarations submitted by their team members at onboarding, annually, and on an ad hoc basis. Reviews must include a documented assessment of the nature of the interest, its potential to create a conflict, and any proposed mitigations. Where appropriate, Line Managers should seek advice from Compliance. |
| Compliance Review of Declarations | The Compliance Team reviews declarations of interest submitted by Colleagues, particularly those in higher-risk roles (e.g. NEDs, ExCo), and provides a summary of their review to the receiving Line Manager and/or Company Secretariat to support their own decision-making. |
| Corporate Conflicts of Interest Register | The Corporate-Level COI Register serves as the central repository for understanding and managing conflicts of interest across the Bank. It also acts as the dedicated COI Register for BBB IS, in line with FCA requirements. The Register captures conflicts with broader organisational relevance, cross-functional impact or those requiring ongoing oversight. |
| Declaration of Interest Register | The DOI Register records individual Colleague declarations of personal and outside interests, along with any required mitigations where a conflict is identified. It supports the localised management of conflicts relative to a Colleague’s role or Business Unit. |
| Oversight of Mitigating Actions | Compliance monitors the implementation and ongoing effectiveness of mitigation actions agreed in response to declared conflicts. This includes tracking timeliness, appropriateness, and duration of mitigations, and conducting periodic sampling or testing to assess control effectiveness. |
| Governance Meeting Declarations and Recording | All attendees of governance forums (e.g. Board, Board Committees, Investment Committees) must declare any conflicts at the start of each meeting. The Company Secretary or nominee must record the declaration, any mitigating actions, and decisions on participation. |
| COI Training and Awareness | All Colleagues must complete mandatory training on conflicts of interest (COI) annually. Completion is tracked and non-compliance is escalated to Line Managers and Compliance. |
Appendix A - Conflict scenario examples
| Scenario Title | Description | Conflict Type | Risk |
|---|---|---|---|
| Insider Access Across Subsidiaries | A colleague uses pipeline data from one subsidiary to influence strategy in another, gaining unfair advantage | Insider Information and Competitive Advantage | Market distortion and erosion of trust |
| Personal Investment in a Delivery Partner | A colleague holds equity in a delivery partner bidding for a programme, creating perceived bias | Colleague vs. Counterparty Conflicts | Reputational harm and regulatory scrutiny. |
| External Advisory Role of a Board Member | A non-executive director advises a private equity firm seeking co-investment, risking influence over board decisions. | Dual Roles and Influence | Undermining board independence and governance integrity |
| Relationship Bias in Portfolio Oversight | A relationship manager’s personal friendship with a founder affects escalation of performance concerns | Colleague vs. Counterparty Conflicts | Financial loss and compromised investment discipline. |
| Conflicts from Procurement Panel Membership | A colleague evaluates bids involving a family member, risking perceived bias. | Employee Relationship Conflicts | Impaired objectivity and reputational damage. |
| Conflicts from External Speaking Engagements | A senior leader speaks at a conference hosted by a potential co-investor, risking perceived endorsement | Insider Information and Competitive Advantage | Breach of confidentiality and reputational risk. |
| Conflicts from Investment Allocation Decisions | A portfolio manager allocates capital favouring a programme led by a personal acquaintance | Colleague vs. Bank Conflicts | Skewed investment decisions and compromised fiduciary responsibility. |
| Conflicts from Political Affiliations | A colleague’s political role influences internal discussions on programme alignment | Relationship Conflicts | Perceived politicisation and erosion of public trust |
| Conflicts from Valuation Disputes | Valuation team members face pressure from former business units to adjust pricing assumptions | Pricing and Valuation Conflicts | Misrepresentation of asset value and audit risk. |
| Open-Plan Office and Information Leakage | Sensitive information overheard in shared workspaces leads to unfair advantage | Insider Information and Competitive Advantage Conflicts | Confidentiality breach and regulatory exposure |
| Dual Roles in Investment Advisory Committees | Committee members serve across entities, risking biased deal selection and allocation | Dual Roles and Influence Conflicts | Biased strategies and misalignment with client interests |
This is not an exhaustive list of the potential conflict scenarios that could exist across the Bank and its operations. Conflicts can also occur in areas such as Procurement and the handling of market sensitive information. Please see aligned policies and standards for further details.
Appendix B – Colleague Declarations
| External Appointments / Employment | This includes, but is not limited to:
For each external position the following information is required:
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|---|---|
| Personal Investments | Disclose any investments held by you or an immediate family member (spouse, partner or dependent children). For each transaction, the following information is required:
Please note, the following investments/asset classes do not require a declaration:
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| Wider Interests |
|