Managing conflicts of interest in NHS Trusts: Navigating governance in shared leadership models

As NHS organisations increasingly collaborate to deliver integrated care and tackle systemic challenges, the governance landscape is evolving. Shared leadership arrangements - such as joint chief executives, chairs, or boards in common - are becoming more common across NHS Trusts and NHS Foundation Trusts. While these models offer strategic and operational benefits, they also introduce new complexities in managing conflicts of interest.

Why conflicts of interest matter

Conflicts of Interest (COI) in the NHS aren't inherently problematic. They're often a natural consequence of working in a complex, multi-stakeholder environment. However, unmanaged or poorly managed COIs can undermine public trust, compromise decision-making, and expose organisations to legal and reputational risks.

NHS England defines a conflict of interest as:

“A set of circumstances by which a reasonable person would consider that an individual’s ability to apply judgement or act, in the context of delivering, commissioning, or assuring taxpayer-funded health and care services is, or could be, impaired or influenced by another interest they hold.” 

General principles for managing conflicts of interest

All NHS organisations should adopt the following core principles:

• Transparency: Interests must be declared and recorded in a public register
• Proportionality: Management of COIs should be proportionate to the risk posed
• Accountability: Staff and board members must understand their responsibilities
• Fairness: Decisions should be made in the best interest of patients and the public

These principles are embedded in NHS England’s guidance and the NHS Code of Governance.  

Challenges in shared leadership models

Shared leadership arrangements - such as joint appointments or boards in common - can blur lines of accountability and increase the risk of COIs. 

Key challenges include:

• Dual loyalties: Leaders may be accountable to more than one organisation, each with distinct priorities
• Decision-making ambiguity: Shared boards may make decisions that affect multiple trusts differently
• Capacity and oversight: A single leader overseeing multiple organisations may struggle to maintain effective oversight

These risks are acknowledged in NHS Providers’ governance guidance, which highlights the need for robust governance frameworks to support shared decision-making. 

Best practice for managing COIs in shared leadership settings

1. Clear governance structures
   Define the scope and limits of shared decision-making forums. Ensure each trust retains its statutory responsibilities and that joint decisions are documented transparently.
   
   
2. Tailored COI policies
   Update conflict of interest policies to reflect shared leadership arrangements. Include provisions for joint roles, cross-organisational interests, and shared committees.
   
   
3. Regular declarations and reviews
   Require frequent declarations of interest from board members and senior staff, especially those in joint roles. Use technology to maintain and publish registers.
   
   
4. Independent oversight
   Consider appointing independent non-executive directors or external auditors to review decisions made by shared boards.
   
   
5. Training and culture
   Embed a culture of openness and integrity. Provide training on COI management tailored to the complexities of shared governance.
   
   
6. Scenario planning
   Use hypothetical scenarios to test governance resilience. For example, what happens if a joint CEO must make a decision that benefits one trust but disadvantages another?

How can Mills & Reeve help?

As NHS Trusts and Foundation Trusts embrace collaborative models, managing conflicts of interest becomes more nuanced. By proactively adapting governance frameworks and fostering a culture of transparency, organisations can ensure that shared leadership arrangements enhance - rather than compromise - public trust and service quality. Our specialists are here to help. Whether that’s assisting in drafting and reviewing governance frameworks, conflict of interest policies, and declarations procedures tailored to shared leadership models or providing strategic advice on statutory duties, risk mitigation, and dispute resolution, we can help you plan for and manage conflicts.