Is it allowed to be good friends with a Board trustee?

[Fizzy89]

I work for a small tech charity and was recently acting up in the Director role for 6 months whilst they recruited someone else. In my previous/current role I had a fair amount to do with the board anyway as I'm a senior manager.

During my time I've befriended a board member - which is what the leaving director suggested I do. It helps to have someone to vent to because I didn't have anyone at my level in the org I could. We went from a couple of caught amused looks during meetings to whatsapps and now we message probably at least every other day chatting about life in general and having a laugh. We've become really quite good friends. We had some in person events we were both at for the industry and conference and hung out more and it's great - this sounds really really sad but I haven't made a new friend for years and years!

Which wasn't an issue... until November I went back to being my current role and we got a new director. Now we had our board meeting and obviously theres things I'm not privvy to and I can tell it's driving her mad not to be able to talk to me about it, because thats the relationship we had when I was acting director. I definitely hven't and wouldn't ask... but now I know there's an issue with my contract (I haven't done anything wrong!) and I know that its going to be discussed at board level. I feel like my board friend is going to be in an awkward position because we've discussed the life-change that its connected to separately and they are going to instantly know what its about.

Are we allowed to be friends? Do we have to declare it as a conflict?
It feels REALLY freaking awkward to say 'i think we are quite good friends lets make this official' LOL
Last week at a meeting I casually said something like 'Sue said that on a message' or similar, not thinking and nothing actually work specific and the other senior manager kinda looked at me funny and its got my head spinning.
Advice welcome.

Do you have a code of conduct or a governance team you could ask?

I work in Co Sec. Friends and family connections should be declared as a conflict. Your friend should declare you as a conflict if personal discussions are being made about your salary, remuneration, hiring etc. and they are a member of the Board members taking the decision. It doesn't mean she can't necessarily be part of the discussions, but that would be for the Board to decide for that discussion... if there is a Co Sec/ Governance function where you work I'd raise it with them ahead of time. It's not a big deal, and it's not uncommon for a Board member to excuse themselves for part of a meeting and join again later... we have several family members of Directors also in the company. We'd usually put these items last on the agenda so they don't have to hang around if we know about the conflict ahead of time.

I don’t think friendship is typically a declaravle conflict of interest. But if it makes Sue uncomfortable they can always explain and step out for that part. I think you’re over thinking this though.

In general I don’t think it would be a declare conflict of interest, but would expect them to excuse themselves from discussions/decisions about you personally.

I was on a board where a friend got a job. I declared it as a conflict and didn't contribute to discussions around salary, contracts etc for him. That was an easier decision as they were a friend when they joined. To me the conflict is for the board member to assess and decide on, not you. But you could discuss with your manager?