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GRI Training Partner GRI 2 · General Disclosures · Disclosure GRI 2-15

Conflicts of interest

GRI 2-15 · mandatory · narrative disclosure

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.

Start preparing ↓ Official GRI source ↗

Disclosure focus

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.

Prepare

What to collect before drafting

Tick each field as the evidence lands. Owners are the teams that usually hold the source files.

  • Conflict prevention and mitigation process

    Company Secretariat / Legal

    Describe how the highest governance body ensures conflicts of interest are prevented and mitigated.

    Evidence Dated source records, governance papers and approval evidence supporting conflict prevention and mitigation process.

    Watch for The published response for conflict prevention and mitigation process is incomplete or does not match the supporting records.

  • Cross-board membership disclosure

    Company Secretariat / Legal

    State whether related conflicts are disclosed to stakeholders and identify the channel or state that no relevant circumstance exists.

    Evidence Dated source records, governance papers and approval evidence supporting cross-board membership disclosure.

    Watch for The published response for cross-board membership disclosure is incomplete or does not match the supporting records.

  • Cross-shareholding disclosure

    Company Secretariat / Legal

    State whether conflicts related to cross-shareholding with suppliers and other stakeholders are disclosed.

    Evidence Dated source records, governance papers and approval evidence supporting cross-shareholding disclosure.

    Watch for The published response for cross-shareholding disclosure is incomplete or does not match the supporting records.

  • Controlling shareholder disclosure

    Company Secretariat / Legal

    State whether conflicts relating to controlling shareholders are disclosed or explain non-applicability.

    Evidence Dated source records, governance papers and approval evidence supporting controlling shareholder disclosure.

    Watch for The published response for controlling shareholder disclosure is incomplete or does not match the supporting records.

  • Related-party disclosure

    Company Secretariat / Legal

    State whether conflicts relating to related parties, relationships, transactions and outstanding balances are disclosed.

    Evidence Dated source records, governance papers and approval evidence supporting related-party disclosure.

    Watch for The published response for related-party disclosure is incomplete or does not match the supporting records.

Before you start

  • Focus the mandatory process on the highest governance body; employee or supplier controls are optional additional context.
  • Do not treat the four minimum categories as proof that a conflict exists; report whether related conflicts are disclosed to stakeholders.
  • Have the supporting records and the final response been reconciled?
＋ Show GRI 2-15 sub-elements (LRA working checklist)

How to prepare it

Focus the mandatory process on the highest governance body; employee or supplier controls are optional additional context.
Collect and reconcile the records for: Conflict prevention and mitigation process; Cross-board membership disclosure; Cross-shareholding disclosure; Controlling shareholder disclosure; Related-party disclosure.
Do not treat the four minimum categories as proof that a conflict exists; report whether related conflicts are disclosed to stakeholders.
Draft the response using the defined terms shown in the disclosure focus; do not substitute broader internal labels.
Review the final wording against every requirement and the supporting governance or data records before sign-off.

Request the data

Request the disclosure evidence

Translate the disclosure into an internal business question — then adapt it to your organisation's own language.

Provide the highest governance body's conflict process and, for each minimum category, whether related conflicts are disclosed to stakeholders, the disclosure channel or a clear no-circumstance statement.

Use the organisation's own role and document names, but preserve the defined GRI terms and the scope described above.

Better request

Provide the highest governance body's conflict process and, for each minimum category, whether related conflicts are disclosed to stakeholders, the disclosure channel or a clear no-circumstance statement.

Draft your disclosure

Notes that turn data into a disclosure

LRA training templates — adapt them to your organisation, and check the official source before sign-off.

Method note

Apply the GRI conflict-of-interest definition and the controlling-shareholder definition used in consolidated financial statements or equivalent records.

Context note

Quantitative counts and transaction amounts are optional and do not replace the required process and stakeholder-disclosure answer.

Download Centre

Preparation tools & forms

Download preparation tools for GRI 2-15 with free verified email access for 24 hours. Source-report links remain public.

Free · Email access
01XLSPrep & Assurance workbookDatapoints, risks, evidence to check, owner and evidence pack.Get it free ↧ 02XLSData-request packRequest email, message template, response fields and sign-off structure.Get it free ↧ 03PDFLibrary CardPrintable one-page summary of this disclosure card.Get it free ↧

Check

For each claim, check the evidence

  • Conflict prevention and mitigation process is reported accurately and completely.

    Risk The response omits, misclassifies or overstates conflict prevention and mitigation process.

    Evidence to check Dated source records, governance papers and approval evidence supporting conflict prevention and mitigation process.

  • Cross-board membership disclosure is reported accurately and completely.

    Risk The response omits, misclassifies or overstates cross-board membership disclosure.

    Evidence to check Dated source records, governance papers and approval evidence supporting cross-board membership disclosure.

  • Cross-shareholding disclosure is reported accurately and completely.

    Risk The response omits, misclassifies or overstates cross-shareholding disclosure.

    Evidence to check Dated source records, governance papers and approval evidence supporting cross-shareholding disclosure.

  • Controlling shareholder disclosure is reported accurately and completely.

    Risk The response omits, misclassifies or overstates controlling shareholder disclosure.

    Evidence to check Dated source records, governance papers and approval evidence supporting controlling shareholder disclosure.

  • Related-party disclosure is reported accurately and completely.

    Risk The response omits, misclassifies or overstates related-party disclosure.

    Evidence to check Dated source records, governance papers and approval evidence supporting related-party disclosure.

Evidence pack to prepare

Common reporting gaps

  • Substituting an employee policy for the highest governance body process.
  • Using managed or avoided instead of prevented and mitigated.
  • Treating every listed circumstance as a conflict.
  • Using internal registers as evidence of disclosure to stakeholders.
  • Inventing materiality thresholds not required by GRI 2-15.
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Framework references

Relevant GRI requirements and related disclosures

GRI

GRI 2-15

within GRI 2: General Disclosures

Open official source →

Guides that settle this question

GRI 2-5 External Assurance Explained: assurance policy, scope, level, provider independence, limitations and disclosure checklist →GRI 2: General Disclosures 2021 — Complete Guide and Common Reporting Errors →GRI Sector Standards for Diversified Groups: When More Than One Standard Applies →

Related & explore

Organizational details → CardNomination and selection of the highest governance body → CardChair of the highest governance body → CardRole of the highest governance body in overseeing the management of impacts → CardDelegation of responsibility for managing impacts → CardBrowse all disclosures →

More in GRI 2 →Browse full catalogue →Search all disclosures →

How this library is built 1,211 published reports indexed 315,012 pages with page-level citations 272 published cards in the active catalogue
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