Declaration of Interest
The Annual Declaration of Interest module provides a structured workflow for the collection, management, and governance oversight of director and prescribed officer declarations of interest - aligned to the Companies Act and King V Principle 2 obligations on organisational ethics.
What this module is designed to surface
Conflicts of interest are a structural feature of board governance - not an exception. This module creates the systematic process for identifying, declaring, managing, and governing those conflicts throughout the annual cycle.
P2 King V Principle 2 - Ethics governance
Companies Act Section 75 and related conflict obligations
Annual + ongoing Annual declaration plus transaction-specific disclosure
Audit-grade Evidence trail suitable for audit and regulatory review
Conflicts of interest are the most common source of governance failure - and the most preventable.
Section 75 of the Companies Act and King V Principle 2 create clear obligations around the declaration and management of conflicts of interest. Yet most organisations manage this through an annual form that is collected, filed, and rarely reviewed with genuine governance judgment. This module transforms that process into a genuine governance control.
Statutory compliance
Systematic fulfilment of Companies Act section 75 obligations and related director fiduciary duties - with an audit-grade evidence trail.
King V Principle 2
Supports the board's Principle 2 obligation to govern organisational ethics effectively - conflicts management is a core component of that obligation.
Governance oversight
Moves the conflicts register from an HR or company secretarial admin function to a governance committee oversight responsibility.
Ongoing monitoring
Creates a framework for both the annual declaration cycle and ongoing transaction-specific conflict disclosure throughout the year.
Core dimensions of the Annual Declaration of Interest
Part of the annual compliance and governance cycle
The Annual Declaration of Interest module sits within the same governance cycle as the Fit & Proper Attestation - together they form the core of the board's annual compliance governance process.
- Declaration completeness - whether all directors and prescribed officers have completed substantive declarations by the required deadline.
- Conflict identification quality - whether the declaration process surfaces genuine conflicts rather than producing formulaic responses.
- Conflict categorisation - appropriate classification of declared interests as material, potential, or no conflict - with governance committee review.
- Management protocol - whether identified conflicts are managed through appropriate recusal, disclosure, and monitoring mechanisms.
- Register maintenance - whether the conflicts register is maintained, updated on a continuous basis, and accessible to the governance committee.
- Transaction-specific disclosure - whether ad hoc conflict disclosure procedures are in place and functioning for specific board decisions.
- Governance committee oversight - whether the governance or audit committee is reviewing the register with appropriate frequency and judgment.
- Annual Fit & Proper Attestation - the natural companion in the annual compliance governance cycle.
- Governance Status Assessment - for the wider governance posture context.
- Board Committee Evaluation - for governance committee effectiveness in overseeing the conflicts register.
- King V - for Principle 2 ethics governance obligations.
A systematic declaration and governance oversight process that runs annually.
The module transforms the declaration of interest from a compliance form into a governance process - with structured collection, review, categorisation, and ongoing monitoring.
Open the annual declaration cycle
The Company Secretary initiates the annual declaration cycle - notifying all directors and prescribed officers of their obligations and the declaration deadline.
Directors complete structured declarations
Each director and prescribed officer completes a structured declaration - covering directorships, shareholdings, business interests, family relationships, and other relevant connections.
Governance committee reviews all declarations
The governance or audit committee reviews all declarations - categorising each declared interest and determining whether a conflict management protocol is required.
Implement conflict management protocols
Where conflicts are identified, appropriate management protocols are implemented - recusal requirements, disclosure obligations, or monitoring arrangements.
Update and maintain the conflicts register
The conflicts register is updated to reflect all declarations, categorisations, and management protocols - and is maintained on a continuous basis throughout the year.
Ongoing transaction-specific disclosure
Ad hoc conflict disclosure procedures operate throughout the year - ensuring that new interests and transaction-specific conflicts are disclosed and managed as they arise.
What structured conflicts governance most commonly reveals.
When the declaration of interest process is treated as a governance control rather than an admin form, it consistently surfaces patterns that informal processes miss.
Declaration completeness is lower than boards assume
Annual compliance forms are often filed late or incompletely - particularly by executive directors and prescribed officers with multiple external interests.
Conflict categorisation is rarely applied with genuine governance judgment
Most conflicts registers categorise all declared interests as 'no conflict' or 'potential conflict' without documented governance committee review of the categorisation rationale.
Related-party transaction monitoring is disconnected from the conflicts register
Boards that maintain conflicts registers often have separate processes for related-party transaction approval - with little governance integration between the two.
Director shareholdings are under-disclosed
Direct shareholdings are typically declared. Holdings through family trusts, nominee structures, or corporate entities are frequently omitted.
The governance committee's review of the register is nominal
In most organisations, the conflicts register is presented to the governance or audit committee annually - but reviewed at a level of depth that would not withstand scrutiny in a governance dispute.
New interests arising during the year are not systematically disclosed
Annual declarations capture interests at a point in time. New directorships, business ventures, or material relationships arising during the year are rarely disclosed through a structured ad hoc process.
Useful as a standalone module or within a broader evaluation programme.
This module works well independently and integrates naturally into multi-module engagement programmes.
When this module is especially relevant
The annual governance cycle requires a systematic conflicts declaration and management process. The organisation has experienced a governance incident or complaint involving a conflict of interest. Audit or regulatory review has questioned the adequacy of the conflicts governance process. The board has grown in size or complexity and the existing informal process is no longer adequate. King V Principle 2 compliance requires documented evidence of systematic ethics governance - including conflicts management.
Where users typically navigate next
Annual Fit & Proper Attestation - the natural companion module. Governance Status Assessment - for wider governance posture. Packages - to see how this module fits within broader programmes. Methodology - for how the module handles sensitive conflict governance data. Contact - for a scoping conversation.
From module understanding to the wider BoardEvaluator™ architecture.
Product understanding
Connect this module to the wider BoardEvaluator™ operating model.
Governance relevance
Show how this module connects to wider governance themes.
Action
Move from understanding to engagement.
Common questions about the Annual Declaration of Interest.
Does this module replace the organisation's existing declaration of interest form?
The module provides a structured governance process and oversight framework - not a replacement form. In most cases, it enhances the existing declaration process rather than replacing it, adding governance committee review, conflict categorisation, and register maintenance.
How are sensitive conflict disclosures handled?
Declarations are managed within the BoardEvaluator™ secure platform. Sensitive conflict information is accessible only to the governance committee and designated governance officers - not shared more broadly within the organisation.
What if a director refuses to complete their declaration?
Refusal to complete a required declaration is itself a governance concern - reportable to the board and, in serious cases, to relevant regulators. The module provides a structured escalation framework for non-compliance.
Does this module cover prescribed officers as well as directors?
Yes. The module covers both directors and prescribed officers as defined in the Companies Act - ensuring that the conflicts governance process captures all persons to whom director-equivalent fiduciary obligations apply.
How does this module connect to related-party transaction approval processes?
The module is designed to integrate with the organisation's related-party transaction approval process - using the conflicts register as a governance input to related-party decisions, rather than maintaining the two as separate and disconnected processes.
Often used alongside the Annual Declaration of Interest.
Modules that complement this evaluation in a structured annual governance cycle.
Adjacent evaluations
Annual Fit & Proper Attestation Governance Status Assessment Board Committee Evaluation Board-as-a-Whole Evaluation
Platform & process
How the platform works Evaluation methodology Packages & pricing
Governance reference
King V mapping Governance resources Data security
Transform the declaration of interest from an admin form into a governance control.
If the board is ready to bring genuine governance oversight to conflicts management - with systematic declaration, documented review, and a maintained conflicts register - this module provides the structured framework.
See the Declaration of Interest module in context.
Book a walkthrough and we show you the module, a sample output and how it fits your evaluation cycle.