If any of the directors of an offeree company is faced with a conflict of interest, then such directors must notify the offeree company’s board and their interest and they must not vote on the resolution to be adopted in regards of the offer, and if possible, the offeree company board should establish an independent committee of the board to discharge the board’s responsibilities in relation to the offer. If it is not possible to form an independent committee, responsibility for representing the interests of independent shareholders must reside primarily with the professional adviser. In case of doubt the CBB must be consulted.