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Created by Guest
Created on Oct 31, 2020

Password protect an item subject to a conflict of interest

Where there is an item to vote on, and there is a conflict of Interest which requires a board member to absent themselves from the meeting, it would be helpful to hide the resolution from them.

Is there a way to hide a proposed resolution, board paper etc from a board member where there is a conflict?

e.g. put the motion and other items into a password protected board paper.

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  • Guest
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    Dec 3, 2020

    Just commenting - the Companies Act allows for conflicted Directors to be present when topics of conflict are being discussed. It also allows for the conflicted Director to vote. Directors should not be asked to leave, they can however volunteer to leave the room.

    Many Directors will voluntarily excuse themselves from the meeting and not participate in the vote - this should always be noted in the minutes that they were not present BUT that Director must still be able to see all the information - it is their choice if they read it or not but my understanding is that conflict does not excuse them from responsibility.