CGOV.6:4.1 - Connect the matter, participant, duty and interest

Name the proposed act or decision and the participant’s actual contribution: preparing information, negotiating, advising, deliberating, voting or implementing. Recover the duty or participation condition relevant to that contribution. A shareholder, a director and an external adviser need not have the same duties even when they support the same outcome.

Identify the interest or other duty that could affect the contribution. It may involve an economic benefit, a family or business relationship, another appointment, dependence on a participant, or an incentive tied to the outcome. Explain the influence that matters here. Do not infer it solely from a broad label such as “management” or “investor.”

A conflict can concern the risk of affected judgement before any improper act is shown. Conversely, an allegation of misconduct needs its own basis; identifying a conflict does not prove that allegation.