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  • Disclosure of Conflicts of Interest

    • HC-10.2.5

      Each director or officer should inform the entire board of conflicts of interest as they arise and abstain from voting on the matter in accordance with the relevant provisions of the Commercial Companies Law. This disclosure should include all material facts in the case of a contract or transaction involving the director or officer. The director or officer should understand that any approval of a conflict transaction is effective only if all material facts are known to the authorizing persons and the conflicted person did not participate in the decision.

      July 2011

    • HC-10.2.6

      The board should establish formal procedures for:

      (a) Periodic disclosure and updating of information by each director or officer on his actual and potential conflicts of interest; and
      (b) Advance approval by directors or shareholders who do not have an interest in the transactions in which a CMSP's director or officer has a personal interest. The board should require such advance approval in every case.
      July 2011