Identify transactions that fall within the statutory and listing-rule definitions of a related party.
Law & Contract Management
Related-Party Transactions and Directors' Conflicts of Interest
Gives company secretaries and in-house counsel the tools to identify related-party transactions, manage directors' conflicts of interest and secure proper board and shareholder approval.
🗓️Duration5 training days
📚Content4 modules · 8 sessions
🎓On completionAccredited attendance certificate
About the programme
Course Overview
When a company transacts with a director, a major shareholder or an entity they control, the ordinary assumption that both sides bargained at arm's length no longer holds automatically. Related-party transactions that go undisclosed, or conflicts of interest that go unmanaged, expose boards to shareholder claims, regulatory sanction and reputational damage even when the underlying deal was commercially sound. This course works through the statutory duties, listing-rule thresholds and governance code expectations that determine when a transaction must be disclosed, reviewed by an independent committee or put to a shareholder vote. Participants build the practical documents a governance function relies on: a conflicts disclosure form, a standing register linked to board minutes, committee terms of reference and a shareholder circular. Exercises built from anonymised scenarios work through pricing benchmarking, independent fairness opinions and the recusal of an interested director. The course closes with detection techniques for conflicts that surface only after a transaction has completed, and the remediation steps that restore a defensible audit trail.
Expected Learning Outcomes
Apply materiality thresholds to decide when board, committee or shareholder approval is required.
Draft a conflicts of interest policy and a standing disclosure register for directors and connected persons.
Test proposed transactions for arm's-length pricing and document the fairness opinion process.
Chair a conflicts committee meeting and record recusal of an interested director correctly.
Prepare shareholder circulars and independent adviser reports for related-party approvals.
Design escalation and reporting lines for undisclosed conflicts discovered after signing.
Who Should Attend
Company secretaries preparing board and committee papers
In-house counsel advising on governance and disclosure duties
Non-executive directors serving on audit or conflicts committees
Group financial controllers reviewing intercompany transactions
Compliance officers maintaining conflicts of interest registers
External advisers drafting related-party transaction policies
Course Modules
Select any module to see its sessions and points.
01Statutory Duties and the Related-Party Framework
2 sessions · 8 points
Session 1Fiduciary Duties and Statutory Definitions of Connected Persons
- Map the statutory duty to avoid conflicts against the duty to disclose interests in existing transactions.
- Define connected persons, associates and controlling shareholders under company law and listing rules.
- Distinguish direct conflicts from indirect conflicts arising through family, trust or nominee structures.
- Apply the reasonableness test used by courts to assess whether a director acted in good faith.
Session 2Materiality Thresholds and Approval Routes
- Calculate percentage ratios used by exchanges to classify transactions as notifiable or major.
- Select the correct approval route among board, independent committee and general meeting.
- Apply aggregation rules that combine connected transactions completed within a rolling period.
- Identify exemptions for transactions conducted in the ordinary and usual course of business.
02Disclosure, Registers and Governance Documentation
2 sessions · 8 points
Session 1Building and Maintaining a Conflicts Register
- Design a standing disclosure form directors complete on appointment and at each board meeting.
- Structure a conflicts of interest register that links each entry to supporting approval minutes.
- Set review triggers that prompt directors to update disclosures after a change in personal circumstances.
- Draft board minute wording that records recusal, non-participation and voting exclusions accurately.
Session 2Committee Review and Independent Fairness Opinions
- Establish terms of reference for a related-party or conflicts committee, including quorum rules.
- Commission an independent financial adviser's opinion on pricing and commercial terms.
- Benchmark proposed terms against comparable arm's-length transactions and market data.
- Record dissenting views and conditions attached to committee approval in the transaction file.
03Shareholder Approval and Minority Protection
2 sessions · 8 points
Session 1Circulars, Voting and Abstention Rules
- Draft a shareholder circular that explains the transaction, the conflict and the independent opinion.
- Apply rules requiring interested shareholders to abstain from voting on the resolution.
- Calculate the independent shareholder vote threshold needed to approve a connected transaction.
- Coordinate disclosure timing between the circular, the stock exchange announcement and the AGM notice.
Session 2Minority Remedies and Cross-Border Considerations
- Explain remedies available to minority shareholders where a related-party transaction is unfair.
- Compare related-party approval regimes across common law and civil law listing environments.
- Assess group reorganisation transactions for conflicts arising between parent and subsidiary boards.
- Advise on ratification procedures when a conflicted transaction is discovered after completion.
04Investigation, Remediation and Ongoing Monitoring
2 sessions · 8 points
Session 1Detecting and Investigating Undisclosed Conflicts
- Design data analytics screens that flag payments to counterparties linked to directors or staff.
- Run a structured interview process for a director suspected of an undisclosed interest.
- Coordinate with internal audit to test related-party controls as part of the annual audit plan.
- Prepare a remediation report setting out corrective action and revised approval controls.
Session 2Embedding Continuous Conflicts Governance
- Build conflicts of interest training into director induction and annual refresher programmes.
- Integrate the conflicts register with enterprise resource planning and procurement systems.
- Set key risk indicators that alert the audit committee to a rising volume of related-party activity.
- Review and update the conflicts policy against evolving corporate governance code expectations.
What the participant receives
4 course modules
A structured syllabus
8 training sessions
across 5 days
32 detailed points
Applied, detailed content
Accredited attendance certificate
On completing the programme
Complete your registration
We will contact you within one business day to confirm.
Ready to start?
Reserve your seat and start building the skill.