Standards Of Behavior

Procedures for Managing Conflicts of Interest

Guidance on the avoidance and management of any conflict of interest or duty that may arise is outlined in the sections above and is also set out in detail in the Board Constitution. An individual Board may also implement additional measures for dealing with perceived or actual conflict of interest.

At the start of each Board meeting, the chair will ask if any director present has an interest (a private interest or a duty to another role or organisation) in relation to any matter on the agenda. If you have an interest, you must declare it, even if it has been declared previously. If you become aware that another director may have an undeclared interest, speak up, so that he or she can declare their interest, if it exists.  The Board can then deal with this according to its agreed procedures.

Some examples of how the Board might handle such situations are given below. 

Example 1:

The negotiation of an enterprise agreement for staff is being discussed by the Board. The staff elected Director would be asked to leave the room for discussion and decision-making due to a conflict of interest as they would have a vested interest in the outcome of that decision.

Example 2:

The Board is discussing the performance assessment of the CEO and the CEO’s remuneration. The CEO is asked to leave the room due to conflict of interest. The staff elected Director is also asked to leave the room as the Board does not think it appropriate for a staff member to be involved as this will impact on the employer – employee relationship.

There may also be times where, due to conflict of interest or duty, certain matters are treated as confidential with some directors restrcited from having access to documents or discussion of items. It is common for such sections of a meeting to be designated as “in camera”, so that those with the conflict do not attend, enabling these matters to be discussed without the presence of the conflict. Certain sections of Board minutes can also be designated as “in camera” with restricted circulation only to those directors who do not have a conflict of interest or duty.