• HC-2.4 HC-2.4 Disclosure of Conflicts of Interest

    • HC-2.4.1

      Each director and officer must inform the entire board in writing of conflicts of interest immediately as they arise. Board members must abstain from voting on the matter in accordance with the relevant provisions of the Commercial Companies Law. This disclosure must include all material facts in the case of a contract or transaction involving the director or officer. The directors and officers must understand that any approval of a conflict transaction is effective only if all material facts are known to the authorising persons and the conflicted person did not participate in the decision and that such information must be disclosed in the annual report.

      Amended: April 2013
      July 2011

    • HC-2.4.2

      The board should establish formal procedures for:

      (a) Periodic disclosure and updating of information by each director and officer on his actual and potential conflicts of interest; and
      (b) Advance approval by disinterested directors or shareholders of all transactions in which a company director or officer has a personal interest. The board should require such advance approval in every case.
      July 2011

    • HC-2.4.3

      Any conflict transaction or contract that could be considered material should be tabled at a shareholders meeting for approval.

      July 2011