Are you conflicted?
First published in Practice Management in July 2020
Justin Cumberlege, a partner in the healthcare law firm Hempsons, discusses the issues of conflict of interests as practice managers take up roles in primary care networks
Some GPs and practice managers have taken on one or more different roles in organisations outside the practice, such as being on the Board of a clinical commissioning group, or federation, and now there is the primary care network (PCN).
If you are part of two or more organisations what do you do if what is best for one is not for the other, or alternatively if you, say, enter into a contract as a PCN, which benefits your practices over the others?
The first stage is to examine your own conscience as to what your interests are and your motivation for taking on a particular role. If the answer is that you want to take a role in the PCN in order to benefit your practice, as opposed to helping the PCN, then obviously your motivation is very questionable. If, however, it is to help all the practices in your area so that you are able to provide better and more comprehensive services to patients, then stand forward.
The second stage is what the other members of the PCN think of you and whether they trust you. If they see that you have multiple posts they might question (a) whether you have the time to fulfil the role properly and (b) whether conflicts of interests will arise to the extent that it prejudices your decision-making in the PCN.
The third stage is to check that your PCN agreement deals with conflicts of interest. If it does, and they are well drafted, provided they are followed properly, this should avoid or, at least, mitigate the bias of conflicts of interest.
In company law, the model form of articles (The Companies (Model Articles) Regulations 2008) deals with this. A director who is conflicted with a proposed transaction or arrangement with a company is not be counted as participating in the decisionmaking process for quorum or voting purposes. So that director has to sit out the decision-making.
You may require the person to leave the room either before the discussion, or before the vote. An element of discretion may be good as sometimes it is helpful to have somebody from ‘the other side’ with their knowledge to participate in the discussion. It is worth considering this and having some flexibility within any rules, relying on the discretion of the directors in the meeting at the time and perhaps referring to the chairman to decide.
Dealing with conflicts of interests in a sensible and pragmatic way will enable you to have on the PCN people with the knowledge and expertise which is often required to make appropriate decisions and to understand what is approaching in the future in preparing the organisation to be ready for those changes.
Therefore, do not discount people simply because they do have other hats to wear, but have proper procedures in place to deal with conflicts when they arise.