Documents for Business

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Introduction to this document

Notice to board of director’s interests

Most directors need to disclose an actual or potential conflict of interest to the board. Our model shows you how.

Duty to disclose

Directors must disclose to the board their interests in any proposed or existing transaction or arrangement. As the scope of “interests” is so wide (see the Directors’ Conflict of Interest Flow Chart), this could be administratively onerous if a separate disclosure had to be made each time a conflict or potential conflict arose. Luckily, the Companies Act 2006 allows directors to make a general disclosure that they have an interest in any transaction or arrangement with a particular person, company or other organisation.

Our model sets out how to give notice to the board. It can be adapted as necessary to encompass actual and/or potential conflicts. Where possible, be specific by naming any transactions or arrangements already entered into or that are being explored or negotiated.

What next?

Whether the director can participate in decisions related to their conflict or not will depend on their company’s articles and the circumstances of the conflict. See the Directors’ Conflict of Interest Flow Chart for further information.