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An undisclosed conflict of interest is a breach of trust that can undermine every decision made during the period of non-disclosure. This policy gives organisations a clear, enforceable framework for managing conflicts before they cause harm.
Covers: what constitutes a conflict of interest (six categories with examples), the mandatory disclosure process (four numbered steps), how the Company responds (four severity levels from immaterial to serious), the conflicts register, and a five-field annual declaration form. Legal context flags for director fiduciary duties in IE, UK, US (Delaware), CA, and AU.
FAQS
Q What counts as a conflict of interest?
A conflict arises where a person's personal interests, relationships, or outside activities could influence — or could reasonably appear to influence — their decisions or actions at work. The policy covers six categories: financial interests in competitors, suppliers, or customers; outside employment or consultancy; personal relationships with colleagues or business partners that affect decisions; competing businesses; gifts and entertainment that could affect judgment; and personal benefit from Company decisions. The key test is not whether a conflict actually influenced a decision — it is whether it could reasonably appear to have done so.
Q Must board members and directors follow this policy?
Yes — and with heightened obligations. Directors owe fiduciary duties including the duty to avoid conflicts (Companies Act 2006 s.175 in the UK; Companies Act 2014 s.228 in Ireland). The policy requires board members and advisors to disclose conflicts to the Chair of the Board or Audit Committee and to recuse themselves from any discussion or decision where a conflict exists. Undisclosed conflicts by a director are a potential breach of fiduciary duty with civil and regulatory consequences.
Q What is the annual conflicts declaration?
A five-question form completed by all Covered Persons confirming either that no undisclosed conflicts exist or that all known conflicts have been previously disclosed. It covers financial interests, outside work, personal relationships, gifts and entertainment, and any other relevant circumstances. Filed with HR and reviewed by senior leadership. It is the mechanism that ensures the policy is not signed on joining and forgotten.
Q What happens when a disclosed conflict is serious?
The Company's response scales with severity. Immaterial conflicts are documented and reviewed annually. Material conflicts require exclusion from relevant decisions and appointment of an alternative decision-maker. Serious conflicts incompatible with the role may require divestment, resignation from an outside position, or in extreme cases consideration of the employment relationship. Undisclosed conflicts discovered after the fact are treated as potential gross misconduct.
An undisclosed conflict of interest is a breach of trust that can undermine every decision made during the period of non-disclosure. This policy gives organisations a clear, enforceable framework for managing conflicts before they cause harm.
Covers: what constitutes a conflict of interest (six categories with examples), the mandatory disclosure process (four numbered steps), how the Company responds (four severity levels from immaterial to serious), the conflicts register, and a five-field annual declaration form. Legal context flags for director fiduciary duties in IE, UK, US (Delaware), CA, and AU.
FAQS
Q What counts as a conflict of interest?
A conflict arises where a person's personal interests, relationships, or outside activities could influence — or could reasonably appear to influence — their decisions or actions at work. The policy covers six categories: financial interests in competitors, suppliers, or customers; outside employment or consultancy; personal relationships with colleagues or business partners that affect decisions; competing businesses; gifts and entertainment that could affect judgment; and personal benefit from Company decisions. The key test is not whether a conflict actually influenced a decision — it is whether it could reasonably appear to have done so.
Q Must board members and directors follow this policy?
Yes — and with heightened obligations. Directors owe fiduciary duties including the duty to avoid conflicts (Companies Act 2006 s.175 in the UK; Companies Act 2014 s.228 in Ireland). The policy requires board members and advisors to disclose conflicts to the Chair of the Board or Audit Committee and to recuse themselves from any discussion or decision where a conflict exists. Undisclosed conflicts by a director are a potential breach of fiduciary duty with civil and regulatory consequences.
Q What is the annual conflicts declaration?
A five-question form completed by all Covered Persons confirming either that no undisclosed conflicts exist or that all known conflicts have been previously disclosed. It covers financial interests, outside work, personal relationships, gifts and entertainment, and any other relevant circumstances. Filed with HR and reviewed by senior leadership. It is the mechanism that ensures the policy is not signed on joining and forgotten.
Q What happens when a disclosed conflict is serious?
The Company's response scales with severity. Immaterial conflicts are documented and reviewed annually. Material conflicts require exclusion from relevant decisions and appointment of an alternative decision-maker. Serious conflicts incompatible with the role may require divestment, resignation from an outside position, or in extreme cases consideration of the employment relationship. Undisclosed conflicts discovered after the fact are treated as potential gross misconduct.
