Here is a checklist for potential conflicts-of-interest for both a company, and the prospective director, to consider when engaging a non-executive (or executive) director to its board.  Whilst regulators require Company Service Providers to have a conflict-of-interest policy, there is very little determination as to what could give rise to a conflict-of-interest.  This checklist, therefore, should also aid compliance.

Conflict-of-Interest Checklist:

1. Current employment:

   □ Verify current job roles and responsibilities

   □ Check if employed by competitors or suppliers

2. Other directorships:

   □ List all current board positions

   □ Identify any roles in competing companies

3. Business relationships:

   □ Disclose any business dealings with the company

   □ Reveal relationships with customers, suppliers or competitors

4. Financial interests:

   □ Declare significant shareholdings in the company

   □ Disclose investments in competing businesses or businesses in the same industry

5. Family and personal relationships:

   □ Identify any family members employed by the company or a competitor, customer or supplier.

   □ Reveal personal relationships with other board members, senior management, or significant shareholders

6. Professional services:

   □ Check if the individual provides any professional services to the company, its competitors, or any other related parties

7. Non-profit involvement:

   □ List positions in non-profit organizations

   □ Identify potential conflicts with company's CSR activities

8. Previous employment:

   □ Review past roles, especially with competitors

   □ Check for any non-compete agreements still in effect

9. Confidentiality obligations:

   □ Verify any ongoing confidentiality agreements with other companies

10. Legal proceedings:

□ Reveal any ongoing legal disputes with the company

□ Disclose any pending litigation that could affect their role

11. Intellectual property:

□ Identify any patents or IP rights that might conflict with company interests

12. Time commitments:

□ Assess ability to dedicate sufficient time to the role

□ Review other time-consuming commitments

13. Industry associations:

□ List memberships in industry bodies or trade associations

□ Identify potential conflicts with company's industry position

14. Consulting arrangements:

□ Disclose any ongoing consulting contracts

□ Reveal advisory roles that might conflict

15. Future interests:

□ Discuss any planned future roles or investments that could create conflicts

□ Discuss any plans or expectations for future employment or business relationships with the company, its competitors, or related parties

16. Geographical conflicts:

□ Identify any roles in companies operating in restricted territories

17. Reputational issues:

□ Disclose any past or current issues that could impact the company's reputation

18. Regulatory compliance:

□ Verify compliance with relevant regulatory requirements for board members

□ Disclose any past or current legal or regulatory issues that could affect his/her ability to serve on the board

19. Annual review commitment:

□ Agree to regularly update and review potential conflicts-of-interest

Ensure that the prospective non-executive director signs a declaration confirming the accuracy of their disclosures and agreeing to update the company promptly if any circumstances change.

These arrangements could create a conflict-of-interest or the appearance of bias on the board.  It is a non-exhaustive list but a good start.

By thoroughly reviewing this checklist, both the company and the candidate can identify and assess any potential conflicts of interest that may arise from the candidate's background, relationships, and activities. This will help ensure that the non-executive director can fulfil their duties effectively and without compromising the company's interests.

Later, once engaged, fresh instances may need to be disclosed, such as acceptance of gifts from suppliers or competitors.