7.3.3.5 Conflicts of interest

Conflict of interest situations are dealt with by defining three duties for directors: a duty to avoid conflicts of interest, a duty to declare interest in proposed transactions and a duty not to accept benefits from a third party. Especially the third duty not to accept benefits from a third party is a strong part of the conflicts of interest building block, because it focuses on conflict of interest situations that might occur in the future due to benefits received in the past. Whereas the duty to avoid conflicts of interest and to declare interest in proposed transactions may be authorised by fellow board members, the duty not to accept benefits requires the shareholders’ approval. This stresses the importance of this duty and the vulnerability of directors who receive such benefits.