Key principles The key principles in relation to conflicts of interest are as follows: • a conflict of interest is any situation in which a trustee’s personal interests or loyalties could, or could be seen to, prevent the trustee from making a decision only in the best interests of the charity • trustees must not put themselves in any position where their duties as trustee may conflict with any personal interest or loyalties they may have or let personal loyalties or interests override their trustee duties and responsibilities • the Charity Commission’s Guidance places an increasing emphasis on the management and/or avoidance of conflicts of interests (and the number of Charity Commission investigations in this area has increased noticeably) • where a potential conflict of interest arises, it must be managed appropriately—such as by the relevant trustee absenting themselves from the decision-making process • charities should also prepare and maintain a conflicts of interest policy which encompasses: ◦ the types of conflict of interest that the policy addresses ◦ when a trustee can take a benefit from

It has been estimated that there are over 800,000 charity trustees in England and Wales, many of whom are volunteers. Trustees are decision-makers and all charitable trustees—whether paid or not—must exercise their decision-making powers in a manner that complies with legal duties which derive from a range of sources. Ultimately, if they fail to do so, then those trustees may be held to account for their default. This Practice Note sets out an overview of the principles of charity trustee decision-making in England and Wales. Key principles For general information in relation to the powers and duties of charity trustees, see Practice Note: Charity trustees—duties and liabilities. The key principles in relation to charity trustee decision-making are as follows: • when making a decision, trustees have a fiduciary duty: ◦ to act within the powers granted to them by the charity constitution ◦ to act in good faith, and ◦ at all times to act only in the interests of the charity • in addition, trustees have a duty to: ◦ ensure that they are properly informed

The duties and thus the potential liabilities of charity trustees fall into three categories: statutory duties, fiduciary duties towards the charity and common law duties towards third parties. The Charities Act 2022, which amends the Charities Act 2011 (CA 2011) following the Law Commission Report on various technical issues in charity law, is not yet completely in force. The principal outstanding matter relates to ex gratia payments by charities, eg to a disappointed but deserving beneficiary under a Will which through some technicality leaves a benefit to a charity. Any question on this subject necessitates a check of the latest legislative position. Statutory duties The CA 2011 imposes a number of specific duties on charity trustees. For example, the charity trustees must: • apply for the registration of a charity which is neither exempt nor excepted from that requirement and has an income of more than £5,000 a year • send the Commission an annual return • send an annual report and accounts which vary in sophistication and auditing requirements according to the size of the

Charities who meet the criteria of being a charity are there, in the main, to provide what may be described as welfare services. This tends to form the core of their activities but it has been a source of contention with HMRC who are only prepared to exclude those services from the imposition of VAT in specific circumstances. In general, they will be prepared to exempt those services where they are provided 'significantly below' cost to 'distressed' persons for their relief. Somewhat prosaically HMRC have indicated that in their view 'distressed' means someone 'suffering pain, grief, anguish, severe poverty etc.' but this does not include the unemployed unless they fit the category other than for unemployed reasons. The difficulty is that there is no statutory definition of 'significantly below' although HMRC have indicated that the cost must be subsidised by at least 15%. However, as welfare services are exempt for the purposes of VAT some interpretation of that phrase within the context of 'exemption' is required. For a start, it is necessary to calculate the

This Deed is made on [insert day and month] 20[insert year] Parties 1 [insert name of Owner], a company incorporated in [England and Wales] with registered number [insert company number] whose registered office is at [insert address] (the Owner); and 2 [insert name of Mortgagee] of [insert address] (the Mortgagee). RECITALS (A) The Mortgagee and the Owner have entered into a loan agreement dated [insert date] (the Loan Agreement) in which the Mortgagee has agreed to make a loan of [insert amount of loan] to the Owner to [re-] finance the [purchase OR construction] of the m.v. [insert name of ship] [registered OR to be registered] as a United Kingdom ship in the name of the Owner under official number [insert ship number] (the Ship). (B) To secure the performance by the Owner of its obligations under the Loan Agreement, including the payment to the Mortgagee of all principal, interest, costs and other amounts which are or may at any time in the future become due and owing to the Mortgagee from the Owner under the Loan Agreement and the Mortgage

This DEED is made on [insert day and month] 20[insert year] Parties 1 [insert name of Owner], a company incorporated in [England and Wales] with registered number [insert company number] whose registered office is at [insert address] (the Owner); 2 [insert name of Buyer] a company incorporated in [England and Wales] with registered number [insert company number] whose registered office is at [insert address] (the Buyer); and 3 [insert name of Charterer] a company incorporated in [England and Wales] with registered number [insert company number] whose registered office is at [insert address] (the Charterer) (each of the Owner, Buyer and Charterer is a Party and together the Owner, Buyer and Charterer are the Parties). RECITALS (A) The Owner and the Charterer have entered into a charter agreement dated [insert date] (the Charter), a copy of which is annexed to this Deed, in respect of the m.v. [insert name of ship] registered as a United Kingdom ship in the name of the Owner under official number [insert ship number]

Background to the Charter of Fundamental Rights of the European Union and European Convention on Human Rights Human rights are considered as general principles of EU law and the case law of the Court of Justice of the European Union (CJEU) has referred many times to the European Convention on Human Rights (ECHR), but only as guidance. The EU as such has no obligation to apply the ECHR as it is not one of its signatories, as opposed to the individual EU Member States, which are parties to the ECHR and bound by it. Hence in the EU, at present, the ECHR applies only in national courts to purely national cases. To partially remedy this jurisdiction situation, and to make more visible the individual rights granted by the EU legal order, including those general principles of EU law, in 1999 the European Council made the decision to draft the Charter of Fundamental Rights of the European Union (the Charter), incorporating and adapting the content of the ECHR. The Charter

An industry qualification awarded by The CFA Institute. Requires three comprehensive exams and three years of industry experience.

This guidance, dated February 2019, was produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute)

The Chartered Institute of Building (CIOB) is a professional body for construction management and leadership. It also publishes standard form construction documents such as the Time and Cost Management Contract.

Arbitration analysis: The Chartered Institute of Arbitrators (CIArb) has recently published guidelines on the use of artificial intelligence in arbitration. Piotr Wilinski of Linklaters LLP considers the implications of these guidelines for practitioners and the future of arbitration. They would also like to thank Guido Machado Peláez for his assistance in the preparation of this article.

A service which allows more than two persons simultaneously to conduct a telephone conversation with one another and where the persons concerned are normally strangers to each other to begin with.