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Director’s Conflicts of Interest

7th May 2019 2 Comments

A FTSE SMALL CAP Group Company Secretary and General Legal Counsel writes...

When addressing the issue of Director’s Conflicts of Interest – what is the scope of questioning?

  • Family – how close/remote do you ask?
  • Shares – assume it excludes shares in a listed plc but what other categorisations are looked on?
  • Do you work off top 10/20 customers?
  • Do you ask re consultant/employee /shareholding or other?

How frequently is an exercise undertaken to check on potential conflicts – is it a standing item for each Board meeting or just an annual/6 monthly review?

Is the exercise carried out by the Board or a Board Committee?

Is there any published guidance which you use?

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Comments

  1. FTSE250 said

    7th August 2019 at 5:12 pm

    The burden on disclosing conflicts of interest is on each of the directors in relation to the business due to be discussed and any other conflicts (such as a new director appointment) which may arise. This is discussed at the start of each Board meeting and is a standing agenda item.

    A formal conflicts questionnaire is circulated on an annual basis to each of the directors for their sign off. We have developed this in recent years to include top customers/distributors/advisers in addition to understanding connected persons, shares etc.

    • FTSE250 said

      15th May 2019 at 2:07 pm

      The schedule is reviewed at the beginning of every board meeting after apologies and quorum. We do not apply de minimis criteria to potential conflicts – they either have potential or they dont. We dont have family shareholding issues.

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