Statutory compliance
Systematic fulfilment of Companies Act section 75 obligations and related director fiduciary duties - with an audit-grade evidence trail.
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.
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.
Systematic fulfilment of Companies Act section 75 obligations and related director fiduciary duties - with an audit-grade evidence trail.
Supports the board's Principle 2 obligation to govern organisational ethics effectively - conflicts management is a core component of that obligation.
Moves the conflicts register from an HR or company secretarial admin function to a governance committee oversight responsibility.
Creates a framework for both the annual declaration cycle and ongoing transaction-specific conflict disclosure throughout the year.
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.
The module transforms the declaration of interest from a compliance form into a governance process - with structured collection, review, categorisation, and ongoing monitoring.
The Company Secretary initiates the annual declaration cycle - notifying all directors and prescribed officers of their obligations and the declaration deadline.
Each director and prescribed officer completes a structured declaration - covering directorships, shareholdings, business interests, family relationships, and other relevant connections.
The governance or audit committee reviews all declarations - categorising each declared interest and determining whether a conflict management protocol is required.
Where conflicts are identified, appropriate management protocols are implemented - recusal requirements, disclosure obligations, or monitoring arrangements.
The conflicts register is updated to reflect all declarations, categorisations, and management protocols - and is maintained on a continuous basis throughout the year.
Ad hoc conflict disclosure procedures operate throughout the year - ensuring that new interests and transaction-specific conflicts are disclosed and managed as they arise.
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.
Annual compliance forms are often filed late or incompletely - particularly by executive directors and prescribed officers with multiple external interests.
Most conflicts registers categorise all declared interests as 'no conflict' or 'potential conflict' without documented governance committee review of the categorisation rationale.
Boards that maintain conflicts registers often have separate processes for related-party transaction approval - with little governance integration between the two.
Direct shareholdings are typically declared. Holdings through family trusts, nominee structures, or corporate entities are frequently omitted.
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.
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.
This module works well independently and integrates naturally into multi-module engagement programmes.
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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.
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.
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.
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.
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.
Modules that complement this evaluation in a structured annual governance cycle.
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.