Conflict of Interest
A simple board resolution for the declaration and authorisation of a director's conflict of interest for a company in England and Wales. To be inserted in the general board resolution template provided by GitLaw.
Declaration and Authorisation of Conflict of Interest
IT IS RESOLVED THAT:
Declaration of interest
The board notes that [name of conflicted director] has declared an interest for the purposes of sections 175 and/or 177 of the Companies Act 2006 in connection with [matter of conflict] (the "Conflict").
Consideration by non-conflicted directors
The board confirms that the directors who are not interested in the Conflict have considered the matter in accordance with the Company’s Articles.
Authorisation of conflict
Subject to and in accordance with the Company’s Articles, the Conflict be and is hereby authorised by the board.
Conditions
The authorisation of the Conflict is granted on the following terms and conditions:
[conditions of authorisation]
Quorum and voting
In accordance with the Company’s Articles, [name of conflicted director] was not counted in the quorum for the purposes of this resolution and did not vote on this resolution.
Amend the foregoing if the director was permitted to vote and/or count towards quorum.
Ongoing disclosure
The board notes that [name of conflicted director] is required to notify the Company of any material change to the nature or extent of the Conflict.
Record keeping
The Company Secretary or any director be authorised to record the declaration and authorisation of the Conflict in the Company’s statutory records and board minutes.
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England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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