Conflicts of interest

Disclosure focus

Disclosure 2-15 requires an organization to describe the processes through which its highest governance body ensures that conflicts of interest are prevented and mitigated. A conflict of interest is a situation in which an individual is confronted with choosing between the requirements of their function in the organization and their other personal or professional interests or responsibilities.

The mandatory focus is the process applicable to the highest governance body. This can include declarations of interests, reviews of external positions, agenda-specific conflict checks, prior approval requirements, recusals or abstentions, independent review, escalation procedures and recording decisions in meeting minutes. Organization-wide employee or supplier conflict controls may be described as additional context but should not replace the highest governance body process.

The organization must also report whether conflicts of interest are disclosed to stakeholders, including, at a minimum, conflicts relating to:

1. cross-board membership;2. cross-shareholding with suppliers and other stakeholders;3. the existence of controlling shareholders;4. related parties, their relationships, transactions and outstanding balances.

These four categories are minimum areas to address. Their existence does not automatically mean that a conflict of interest exists. For each category, the organization should state whether related conflicts are disclosed to stakeholders, identify the disclosure channel or reference, or state that no relevant circumstance exists.

The organization should use the definition of controlling shareholder applied in its consolidated financial statements or equivalent documents. Where the organization does not have shareholders, the requirement relating to controlling shareholders may be reported as not applicable with the required explanation in the GRI content index.

Internal conflict registers, declarations and meeting minutes support the description of the prevention and mitigation process, but they do not by themselves demonstrate disclosure to stakeholders. Evidence of stakeholder disclosure can include an annual report, corporate governance report, audited financial statements, stock-exchange filing, shareholder circular or public website.

Disclosure 2-15 does not prescribe a mandatory number of declarations, conflict cases, recusals, related-party transactions or outstanding balances. Any such quantitative information is optional additional context and should not be presented as a required GRI datapoint.

Reasons for omission are permitted for Disclosure 2-15. Where a specified circumstance does not exist, the organization can report this directly. Where required information exists but cannot be reported, the organization must identify the affected requirement and provide an applicable reason for omission and the required explanation in its GRI content index.

This LRA educational guidance supports disclosure preparation. For the exact requirements, always refer to the official GRI source.