Conflicts of Interest Policy

Company: Tyrogen Limited (16884876)
Owner: Compliance / Responsible Officer
Approved by: Governing Body (or delegated authority per MD/GOVERNANCE/DELEGATION OF AUTHORITY)
Status: Draft (controlled policy)
Version: 0.2
Last updated: 2026-04-02
Next review: 2026-04-30

1) Purpose

This document is Tyrogen’s canonical policy source for identifying, declaring, assessing, managing, monitoring, and recording Conflicts of Interest across the whole business and across any regulated awarding activity.

Tyrogen has this policy so that conflicts are controlled in a way that protects Learners and potential Learners, supports valid governance and decision-making, maintains standards, and preserves public confidence.

This policy is written to be relied on as the principal source for Tyrogen’s Ofqual-facing conflicts case under Criterion A.5 and the wider governance expectations reflected in the Ofqual Handbook.

1.1 Ofqual alignment

This policy supports Tyrogen’s recognition narrative under:

• Ofqual Criterion A.5 (Conflicts of Interest)
• General Condition A4 (Conflicts of Interest)
• General Condition PR1 (integrity and fairness)

In this file, references to Condition A4 mean the Ofqual Handbook General Condition A4, not Criterion A.4.

1.2 What this file owns

This file owns Tyrogen’s canonical position on:

• conflict categories and scope,
• declaration triggers and disclosure expectations,
• conflict assessment and mitigation,
• governance-model conflict treatment,
• independence-critical conflict rules,
• conflict monitoring and review,
• and the minimum evidence Tyrogen retains to show that these arrangements operate.

1.3 What this file does not own

This file does not own:

• detailed decision-rights tables or delegated authority mechanics, which are owned in Delegation of Authority,
• appointment-pack assembly standards, which are owned in Appointment Pack Requirements,
• detailed appeal or malpractice workflow steps, which are owned in Appeals Process and Malpractice Process,
• the wider conduct, gifts, hospitality, anti-bribery, anti-fraud, and speak-up regime, which is owned in Code of Conduct and Ethics,
• or regulated go-live sign-off mechanics, which are owned in Regulated Go-Live Readiness Checklist.

Where those documents are relevant, this policy signposts them rather than duplicating their substance.

2) Scope

This policy applies to conflicts at both:

• organisational level, and
• individual level.

It applies across Tyrogen’s governance, standards, operational, commercial, supplier, and centre-facing arrangements, including any future regulated awarding activity.

It applies to:

• directors and officers,
• employees,
• contractors and consultants,
• assessment writers, reviewers, markers, and technical specialists,
• committee and panel members,
• individuals participating in appeals, malpractice, awarding, or review activity,
• Centres and Centre personnel where relevant,
• suppliers and third parties acting on Tyrogen’s behalf,
• and any person whose role, relationship, or financial interest could affect, or appear to affect, Tyrogen’s regulated or governance decision-making.

Tyrogen’s conflicts framework applies across the whole business model, including organisational conflicts, personal conflicts, governance conflicts, contractor and panel conflicts, centre-related conflicts, supplier conflicts, and any future interaction between training activity and awarding activity.

3) Definitions

3.1 Conflict of Interest

A Conflict of Interest exists where Tyrogen’s interests or an individual’s interests could influence, or could reasonably be perceived to influence, objective judgement or decision-making in relation to the development, delivery, award, review, oversight, or support of qualifications or related regulated activity.

3.2 Types of conflict

Conflicts may be:

• Actual — the conflict exists now,
• Potential / foreseeable — the conflict is reasonably likely to arise,
• Perceived — a reasonable and informed observer would conclude that there is a conflict risk.

Conflicts may also be:

• Organisational — arising from Tyrogen’s business model, ownership, commercial interests, group position, partnerships, or delivery relationships,
• Personal — arising from an individual’s employment, family, financial, professional, or other outside interests,
• Governance-model conflicts — arising because the organisation is founder-led, lean, contractor-supported, or reliant on specialist appointments for independence-critical routes.

4) Policy position and principles

Tyrogen’s policy position is that conflicts must be identified early, assessed proportionately, managed through recorded mitigations, and prevented from prejudicing learners, standards, or public confidence. For higher-risk routes, this includes mandatory independence, recusal, reassignment, escalation, or independent review rather than informal workaround.

Tyrogen applies the following principles:

• Transparency and timely declaration — conflicts must be disclosed early and updated when circumstances change.
• Learner protection first — conflict arrangements must protect Learners and potential Learners from prejudice.
• Standards and public-confidence protection — conflicts must not be allowed to distort technical, governance, financial, or operational decisions.
• Independence where required — appeals, malpractice, technical review, and other independence-critical routes require appropriately independent people.
• Proportionate but evidence-based mitigation — the mitigation must fit the risk and be recorded.
• No unmanaged sole-director conflict route — founder-led reality must be controlled through declaration, gating, recusal, and independent appointed capacity where required.
• Auditability — Tyrogen must be able to show what was declared, how it was assessed, what mitigation was applied, and how the matter was monitored.

5) Governance accountability

• Governing Body / Board: retains ultimate accountability for ensuring conflicts are managed so that they do not create an adverse effect.
• Responsible Officer: ensures Tyrogen can explain and evidence its conflicts arrangements to Ofqual.
• Compliance owner: maintains this policy, coordinates reviews, and maintains or oversees the register and review outputs.
• Role / case owners: ensure case-specific or route-specific conflict checks are completed before work allocation or decision-making.
• All individuals in scope: must declare conflicts, comply with mitigations, and withdraw from matters where required.

Tyrogen recognises that governance conflicts can arise where one person holds multiple roles, where commercial and regulatory interests intersect, or where contracted specialists and panel members have links to centres, training providers, authors, delivery partners, or previous case decisions. These governance-model conflicts must be addressed through explicit decision rights, independence rules, recusal, and escalation controls.

6) Conflict sources Tyrogen expects and controls

Tyrogen expects conflicts to arise, or be capable of arising, from matters including:

• founder / director overlap across governance, operational, and commercial roles,
• any future interaction between training, preparation, delivery support, and awarding activity,
• financial or commercial incentives that could influence standards or regulatory judgement,
• prior involvement in the matter now under review or appeal,
• authoring, approval, review, and delivery roles overlapping improperly,
• supplier, centre, or employer relationships,
• family, personal, employment, or ownership links,
• linked-party or contractor interests,
• and access to confidential assessment or case materials.

Tyrogen’s conflict-control model is therefore whole-business rather than limited to panel appointments or isolated declarations.

7) Declaration triggers and disclosure route

Conflicts must be declared:

• on onboarding or appointment,
• annually,
• on material change,
• before participation in sensitive activity,
• before allocation to independence-critical activity,
• and whenever an actual, potential, or perceived conflict is identified by the individual or by Tyrogen.

Sensitive or independence-critical activity includes:

• assessment authoring,
• assessment review or technical approval,
• standard setting and awarding,
• Centre Assessment Standards Scrutiny,
• malpractice investigation or adjudication,
• appeals or reviews,
• appointment to a panel, committee, or independent reviewer role,
• and any conflict-sensitive case allocation.

Declarations use:

• COI Declaration Form Template

Tyrogen requires conflicts declarations on onboarding or appointment, annually, on material change, and before participation in sensitive or independence-critical activity. Where a conflict is declared or identified, Tyrogen records the issue and applies actions such as recusal, reassignment, independent review, independent panel constitution, enhanced scrutiny, or escalation as appropriate.

In operation, conflicts control begins before a person takes up a role, continues through annual and event-driven review, and is repeated before case-sensitive or independence-critical work is allocated. The declaration process is therefore embedded into appointment, allocation, and decision routes rather than treated as a one-time formality.

8) Recording and assessment

8.1 Register and traceability

All declared or identified conflicts, including perceived and foreseeable conflicts, must be recorded in:

• COI Register

Tyrogen also retains related evidence where relevant, including:

• declaration forms,
• review notes,
• meeting minutes,
• decision-log entries,
• recusal or substitution records,
• and case-specific conflict confirmations.

8.2 Assessment criteria

Each conflict is assessed against:

• the activity affected,
• the risk to Learners and potential Learners,
• the risk to standards,
• the risk to public confidence,
• whether independence is required,
• whether the conflict can be safely mitigated,
• and whether the matter indicates a wider governance, resourcing, or go-live-readiness issue.

9) Mitigation model

Mitigations may include, singly or in combination:

• recusal,
• reassignment,
• independent second-person review,
• independent panel constitution,
• enhanced scrutiny or sampling,
• restriction of access to confidential materials,
• contractual restriction or condition,
• escalation to governance route,
• or blocking the route entirely until a valid control path exists.

The mitigation route is deliberately operational: a declared or identified conflict is assessed against the activity affected and the risk to learners, standards, and public confidence, then matched to a control such as recusal, reassignment, independent review, independent panel constitution, enhanced scrutiny, or escalation. Where a safe route cannot be shown, the matter does not proceed through informal workaround.

10) Independence-critical routes

Tyrogen treats the following as conflict-sensitive and independence-critical where applicable:

• appeals,
• malpractice and maladministration adjudication,
• independent technical review,
• standards-significant review or approval,
• and any route where the original decision or material was previously influenced by the proposed decision-maker.

For those routes:

• the same person must not originate and independently review the same matter,
• a person with prior material involvement must not be treated as independent,
• a person with a financial, personal, centre, employer, supplier, or linked-party interest that compromises independence must not act,
• and the route must be escalated or blocked where a valid independent substitute cannot be evidenced.

Detailed decision-rights, escalation, and substitution mechanics are owned in Delegation of Authority, but the conflict rule itself is owned here.

11) Founder-led current stage and no unmanaged conflict rule

Because Tyrogen is currently founder-led and operating through a lean governance model, conflicts that might be manageable in a larger organisation require explicit control, not assumption.

For Tyrogen’s current single-person stage, the governing rule is that conflicts must be declared and recorded, but no independence-critical regulated route should be relied upon unless appropriately independent people have been appointed and are available to act. The sole-director stage is therefore managed through declaration, recording, no-go-live gating, recusal where relevant, and escalation to independent appointed capacity rather than through unmanaged conflicted decision-making.

This means Tyrogen does not treat the mere existence of a policy, a role profile, or an intended appointment as sufficient evidence that an independence-critical route is safe to use.

12) Contracted specialists, reviewers, panels, centres, and suppliers

Because Tyrogen’s initial regulated model relies materially on contracted specialists and independent panels, Tyrogen treats conflicts control for those future-state routes as both a live policy issue and a pre-go-live credibility issue. Before relying on a contracted specialist, reviewer, or panel member in regulated activity, Tyrogen expects role-specific declarations, independence confirmation where required, recusal obligations, case-specific conflict checks, and substitution or escalation routes where the individual is conflicted or unavailable.

Tyrogen also applies conflict controls to:

• Centres and Centre staff where delivery, marking, invigilation, or evidence handling creates conflict risk,
• suppliers and service providers whose incentives or access could affect confidentiality, objectivity, or learner protection,
• and any commercial relationship that could create a governance-model conflict or perceived conflict.

Where a matter also raises broader conduct concerns, such as undisclosed inducements, gifts, hospitality, dishonest concealment, or attempted improper influence, Tyrogen applies Code of Conduct and Ethics alongside this policy.

13) Monitoring and review

Tyrogen reviews Conflicts of Interest:

• quarterly through register review,
• event-driven on material change,
• before case allocation for conflict-sensitive or independence-critical work,
• and when introducing or materially changing products, suppliers, centres, delivery routes, or regulated activity.

Review outputs should be auditable and may include:

• a COI review note,
• an updated register entry,
• a decision-log entry,
• committee or Board minutes,
• or a case-specific recusal / substitution record.

Tyrogen monitors and reviews conflicts through periodic register review and event-driven reassessment, with auditable outputs retained so the organisation can show not only that conflicts are declared, but that conflict controls are actively reviewed and updated over time.

Viewed as a control system, the register, review outputs, case-specific checks, and no-go-live rule work together so that conflicts remain visible over time, can be revisited when circumstances change, and cannot be neutralised merely by acknowledging that they exist. The framework keeps independence-sensitive routes blocked unless the conflict position is actively managed and evidenced.

14) Minimum records and evidence

Tyrogen’s minimum evidence set includes:

• COI declaration forms,
• the COI Register,
• review notes and history,
• case-specific conflict confirmations where relevant,
• recusal, reassignment, and substitution records,
• minutes or decision records showing how material conflicts were handled,
• and evidence showing that a route remained blocked where conflict or independence requirements were not met.

15) Breaches and escalation

Failure to declare a relevant conflict, failure to comply with mitigation requirements, or failure to follow a recusal or independence rule may lead to:

• removal from the activity or role,
• reassignment of the matter,
• contract or appointment review,
• disciplinary or governance escalation where applicable,
• incident or malpractice escalation where the matter could have an adverse effect,
• and, where necessary, retention of the no-go-live or no-reliance position for the affected route.

16) Related documents

• Code of Conduct and Ethics
• Delegation of Authority
• Appointment Pack Requirements
• Regulated Go-Live Readiness Checklist
• COI Register
• Decision Log and Action Continuity Record
• Appeals Process
• Malpractice Process
• COI Declaration Form Template
• Document Control

17) Change log