Just to be certain that I understand your question correctly, I presume that the governor(s) referred to is/are also members of a council that has to consider an application for planning the effect of which, if passed would be that the school will receive a gift of land. In other words, the gift of land is contingent upon gaining consent. If that is the position, then it would appear that the councillors have a prejudicial interest and should not vote (or indeed contribute to the debate) as to do so would be contrary to the code of conduct.