How to Deal with Directors' Conflicts of Interests and Substantial Property Transactions

How are Directors' Conflicts of Interests and Substantial Property Transactions dealt with?

CO.CS.17
This Dealing with Directors' Conflicts of Interests and Substantial Property Transactions Guidance Note and related documents listed below encompass the area of directors’ conflicts of interests and how to deal with them, and directors’ interests in substantial property transactions.

This Guidance Note (which is part of a series of guidance notes for the Company Secretary) covers the following:

• Directors’ duty to avoid conflicts of interests
• Prior authorisation of the conflict by the board of directors
• Considerations for the board when authorising a conflict
• Situations where a declaration of conflict is advisable
• Situations where there is no need to declare a conflict
• Who are connected persons?
• Substantial property transactions

This Guidance Note Dealing with Directors' Conflicts of Interests and Substantial Property Transactions refers the user to many other documents, including shareholders’ resolutions, board minutes, and sample declaration letters for directors. These supplementary documents can be located by clicking on the links below.

1. Shareholders’ Ordinary Resolution - Enabling Directors to Authorise Conflicts of Interest CO.DIR.01
2. Letter to Companies House – File New Articles of Association and Resolution CO.FR.02
3. Board Minutes - Declaration of Directors Interests CO.CA.DIR.16
4. Letter – Declaration of Director’s Interest in Proposed Transaction CO.CA.DIR.12
5. Letter - General Notice of a Director’s Interests CO.CA.DIR.14
6. Shareholders’ Ordinary Resolution to Approve Substantial Property Transaction CO.DIR.02

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