Guidance for TPR Board and Determinations Panel members on managing conflicts of interest

Approved on 27 July 2026

Scope and purpose

This guidance applies to the chair, executive directors, non-executive directors (NEDs) of the board, and all members of the Determinations Panel.

Executive Directors, as TPR employees, are also subject to TPR’s Staff Conflicts of Interest policy.

This guidance should be read in conjunction with TPR’s Board Code of Practice, the Cabinet Office Code of Conduct for Board Members of Public Bodies (2019), and the wider governance guidance and policies that make up and inform TPR’s governance framework.

Definitions

Term	Definition
Dealings	Includes purchase, sales, subscriptions, acceptance of take-over and other offers and all other methods of acquiring or disposing of shares and related investments or any rights or interests in shares and related investments.
Significant relationship	A relationship which an independent third party might reasonably consider could affect a member’s actions or those of a personal associate (whether or not it does affect their conduct).
Connected persons	Spouse, partner, dependant or cohabiting family member or anyone else the member lives with.
Shares and related investments	Includes shares (including individual company shares held in PEPs or ISAs), bonds, debentures and any other financial investments, including futures, options, financial spread bets and other financial derivates.
There is no requirement to seek permission to deal or to declare an interest in relation to collective investments schemes (such as unit trusts and OEICS including any held in a general PEP or ISA), and other investments where the board member has no direct influence on the management of the investment.
Occupational pensions are declarable in the board’s Register of Interests, and to the Chair or Board Secretary as appropriate if potential conflicts arise during one’s board duties.
Unpublished Price Sensitive Information (OFFICIAL- SENSITIVE – UPSI)	Information which could affect share prices and includes information which a reasonable investor would be likely to use as part of the basis of his investment decisions. Information relevant to an investor’s decisions could include, for example, information relating to the assets or liabilities of a listed company, to the performance or expected performance of that company’s business, to its financial condition or to any other major development in its business.
	More specifically, information relevant to the financial condition or business of a company might, for example, include a decision by a regulator to levy a multi-million pound fine on a listed company, or a decision to ban particular products sold by a number of listed companies in a particular industry sector. Equally, information revealing that a listed company is about to be acquired or that a listed company is about to become insolvent could move its share price significantly.
	TPR classifies this type of information as OFFICIAL- SENSITIVE – UPSI (unpublished price sensitive information).
Insider dealing	The purchase or sale of shares by someone who possesses inside information about a company's performance and prospects which is not yet available to the market as a whole, and which, if available, might affect the share price.
Relevant organisation	Those companies or any company within the same group of companies, either seeking to be or currently listed in the UK and / or quoted and / or regulated in the UK as appropriate, and includes those seeking clearance, or the subject of monitoring, enforcement or any other regulatory intervention by TPR.

What is a conflict of interest?

A conflict of interest arises where a member’s position or actions as a TPR office holder are, or could reasonably be perceived to be, influenced by a personal interest or association. A conflict is considered significant where an independent third party might reasonably conclude that there is a risk of such influence, regardless of whether any influence actually occurs.

Conflicts of interest may arise as a result of:

• a direct or indirect financial interest held by a commercial undertaking with which the member has connections
• a significant relationship with those affected or likely to be affected by the matter
• the interests of a connected person
• an expectation of a future interest (for example, future employment)
• in some cases, a previous association on the matter
• an interest arising from a common interest grouping, such as a trade association or other private society

In the absence of specific statutory provisions, common law requires:

• that when an interest is not of a direct financial kind, members should consider whether participation in the discussion or determination of a matter would suggest a real danger of bias
• this should be interpreted in the sense that members might either unwittingly or otherwise unfairly regard with favour or disfavour, the case of a party to the matter under consideration
• in considering whether a real danger of bias exists in relation to a particular decision, members should assess whether they, or connected persons are likely to be affected more than the generality of those affected by the decision in question

Where, in accordance with the above, members do not participate in the discussion or determination of a matter, they should withdraw from the meeting, even if held in public, when requested to do so by the chair of the meeting. This is because the continued presence of someone who has declared an interest might be perceived to potentially influence the judgement of other members present.

Whether or not board members are able, in the light of the consideration above, to participate in the discussion or determination of a matter, they should declare as soon as practicable after a meeting begins if they have an interest, financial or other, in a matter being considered. They should also disclose any interests in it of which they are aware on the part of connected persons and persons living in the same households as the board member. In addition, board members should consider whether they need to disclose relevant interests of other persons or organisations which members of the public might reasonably think could influence the member’s judgement.

In addition to the disclosures in the Register of Interests, board members have a duty to declare to the Chair, Board Secretary and others as appropriate, any potential conflict of interest which arises in the course of their work, whenever it becomes relevant.

Personal dealings in shares and related investments

The Pensions Act 2004 and subsequent legislation give TPR a wide range of powers in relation to pension schemes and employers. TPR therefore holds unpublished price sensitive information in relation to schemes, employers, and corporate transactions. This information is not public and is potentially vulnerable for use for insider dealing, which is a criminal offence.

It is an offence both to deal based on such information and/or to require or encourage someone else to deal. Consideration when assessing whether behaviour amounts to market abuse should be given to whether the person concerned has acted in accordance with the standards expected of them given their position in relation to the market. Members are expected to observe the highest standards in relation to their personal dealings.

The market abuse regime is a civil regime and in cases where market abuse has occurred the FCA can impose an unlimited financial penalty in line with the Financial Services and Markets Act.

The UK criminal insider dealing regime is set out in Part V of the Criminal Justice Act 1993. This makes it a criminal offence for an individual who has information as an insider to deal in securities (including share, debentures, warrants and options) on a regulated market. A conviction for this offence is punishable with up to seven years imprisonment and / or a fine of up to £5,000.

Request to deal

All Executive Director members are expected to seek permission from TPR before dealing in shares or related investments in relevant organisations. ED Members are asked not to deal before clearance has been given, or if clearance is refused. EDs should engage with TPR’s TRACE system to register any interests and follow the process as set out below.

Non-Executive Directors and Determinations Panel Members should email registerofinterests@tpr.gov.uk, with the information detailed below, to complete their conflicts of interest declaration. This should be completed even if you have nothing to declare; this is lodged as a ‘nil declaration’.

Process

Executive Director Members
1	Members to send an email to the request to deal mailbox requesttodeal@tpr.gov.uk providing: the name and company number type of shares they wish to deal in confirmation they are not in possession of any unpublished price sensitive information (UPSI)
2	Members must set out whether they are aware of any conflict of interest (real or potential) as is set out above, in respect of each of the companies detailed in the request
3	Following receipt of the request for permission to the Corporate Governance team, in conjunction with the regulatory directorates, will carry out checks regarding the named companies, to ascertain whether there are any open cases / enquiries. Where there are open cases, these will be reviewed and escalated to the relevant Executive Director who will exercise their discretion to consider whether to approve the transaction.
4	Once approval has been given, the Member is permitted to deal but should do so within two working days, failing which they must apply for clearance again.
All information relating to these requests will be treated as confidential.
Members will be expected to amend their Register of Interest/TRACE declaration in respect of the shares held, if appropriate.

Non-Executive and Determinations Panel Members
1.	NEDs and DP members are not required to ask for agreement to deal in the shares they hold but must ensure there register of interests is up to date.  Email registerofinterests@tpr.gov.uk with the following:  Name and position held Full company name and registration number Amount of shares being bought/sold

All Members, ED, NED, DP
1.	All should recuse themselves from any committee, panel, or board discussion regarding any matter in which they have a financial interest.

Non-Executive Director and Determinations Panel member conflicts of interests declaration

Definitions

Term	Definition
Positions on pension scheme trustee boards, their subcommittees, or employment by such schemes	Any post, other employment or fiduciary positions which you hold, or have held in the past five years, in a pension scheme, its board or sub-committees
Current employment or office	any post, other employment or fiduciary positions which you hold, or have held in the past five years in connection with a relevant organisation (other than any listed under 'Positions on pension scheme…' above)
Directorships	Remunerated directorships of companies, public or private, other remunerated posts, and public appointments currently held by the member or connected persons, and which could come within TPR’s sphere of operations (other than any listed under 'Positions on pension scheme…' above)
Non- profit organisations	Offices held by the member in non-profit making organisations or trade associations or bodies whose activities could come within TPR’s sphere of operations and responsibilities
Consultancies and sponsorships	Any current professional clients of the member or their spouse / partner whose business interests are directly relevant to TPR’s work. If a member is working under the banner of a consultancy, the client(s) that they are working for (not all the clients of the consultancy) should be listed, and not just the name of the consultancy firm.
Declarable shareholdings	The names of companies or other bodies in which the member has a beneficial interest or shareholdings worth £1,000 or more.
	This does not include shareholdings through collective investment schemes (eg, unit trusts) or other arrangements where the member has no influence on financial management of the investment.
Occupational pension schemes	The names of any occupational pension schemes of which a member or connected person is a scheme member
Indirect financial interests	Occurs where a member is connected to a person (eg, a spouse, partner, dependant or cohabiting family member or anyone else the member lives with),
	or an organisation (eg, the member’s employer) who has a financial interest that is directly relevant to TPR’s business
Other relevant interests	Anything that does not fit into the categories above but which may be considered worthy of note

The register of board members’ interests

The purpose of the register is to ensure TPR has a record of members’ declarations of interest. It provides a mechanism whereby possible conflicts of interest can be identified. The existence of the register does not remove the obligation on members to declare interests as they arise during their term of office.

The register will list all interests that members of the public might reasonably think could influence board members’ judgement, such as:

• direct financial interests
• indirect financial interests where known and relevant to TPR business. Such interest occurs where a member is connected to a person (eg a spouse or partner, dependant or cohabiting family member or anyone else the member lives with) or an organisation (eg member’s employer) that has a financial interest that is directly relevant to TPR’s business
• non-financial interests that relate closely to TPR’s activities (eg interests arising from membership of clubs and other organisations)

When in doubt, it is better to over-declare. Beyond the specified requirements for declaration, discretion should be used, and members should think about whether the public might reasonably think something could influence members’ judgement. Members are advised to contact the Board Secretary, Chair, DP Support team or Corporate Governance team, as appropriate, for advice on whether or not an interest is declarable.

The register will be held by the Chief Executive’s office, and will be published, with exceptional individual omissions from publication considered on a case-by-case basis (for example, for reasons relating to GDPR or personal safety). Members are expected to ensure their register of interest declaration is kept up to date.

Register of Interest Entry
Name & position held with TPR
Positions on pension scheme trustee boards, their subcommittees, or employment by such schemes
Current employment or office (in addition to TPR role)
Directorships (in addition to TPR role)
Non-profit organisations
Consultancies and sponsorships
Declarable shareholdings (£1,000 or above)
Membership of occupational pension schemes
Indirect financial interests where known and relevant to TPR business
Other relevant interests
Date of Declaration	DD/MM/YYYY

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