Conflicts register for the minutes
- Items needing disinterested approval: 0, USD 0.
- Items recorded as compliant: 0.
Legal Intelligence
Corporate and Board Governance
Resolutions, delegated authority, board records, approvals, statutory responsibilities and governance evidence, kept as versioned records.
Demonstration: Fairholme Holdings (fictional) · Diversified holding company. Fictional data and a scripted answer.
The situation
- Organisation
- Fairholme Holdings (fictional)
- Who is asking
- Company secretary
- Industry
- Diversified holding company
- What happened
- The board is about to approve a batch of related-party transactions, and the secretary wants to check which comply with the conflicts policy.
The question asked
Which of the transactions on the agenda need to be approved by disinterested directors, and have they been?
What it reads, and who can see the result
- Board agenda papers documentThe transactions and the directors' declared interests.
- Register of interests registerDeclared interests of each director.
- Reads
- The agenda's transaction list, the register of interests and the conflicts policy.
- Does not read
- Directors' personal finances or any papers outside the agenda.
- Permission
- Company secretarial access.
- Who sees it
- The company secretary, the chair and the audit committee.
Try it
Review each flagged record: confirm it or dismiss it. The totals and the answer below follow your decisions.
| Agenda item | Counterparty | Director interest | Value (USD) | Finding | Decision |
|---|---|---|---|---|---|
| 4.1 | Calder Pallets | None declared | 120,000 | Matched | None needed |
| 4.2 | Hale Logistics | Director M. Sethi is a shareholder | 640,000 | Director with an interest voted on the item | |
| 4.3 | Nettle & Co | None declared | 85,000 | Matched | None needed |
| 4.4 | Verity Studio | Director T. Barclay's spouse is a partner | 210,000 | Interest not on the register of interests | |
| 4.5 | Studio North | None declared | 56,000 | Matched | None needed |
| 4.6 | Brightwater IT | Director K. Lindqvist is a non-executive there | 1,200,000 | Above the policy limit for ordinary approval; needs independent committee |
- Flagged
- 3 of 6 · USD 2,050,000
- Needs disinterested approval
- 0 · USD 0
- Compliant
- 0 · USD 0
- Undecided
- 3 · USD 2,050,000
The answer
Simulated answer. Written for this fictional case, not produced by a live model. Only the figures in it are computed, from what you decided above.
3 of 6 transactions raise a conflict question, worth USD 2,050,000.
Three kinds of problem appear: an interested director voting, an interest missing from the register, and a transaction above the policy limit that needs an independent committee [S1][S2][S3]. The first two are procedural; the third is substantive and may change who may decide.
You have marked 0 as needing disinterested approval (USD 0) and 0 as compliant (USD 0); 3 are undecided.
Relies on: S1 · Board agenda, related-party itemsS2 · Register of directors' interestsS3 · Conflicts policy v3
Review and approval
The chair of the audit committee decides. Approving fixes the list of items that must be re-approved by disinterested directors. It does not approve or cancel any transaction.
Not ready to approve. 3 flagged transactions are still undecided. Confirm or dismiss each one first.
In the product this is a different person with the right permission. Here you play that role to see the rule.
What it produces
Limits of this example
- Depends on interests being declared; an undeclared interest cannot be seen.
- The policy test shown is synthetic.
- This is a scripted demonstration on fictional data. No model was called and no real organisation, person or result is shown.
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