Conflict of Interests

 
 

"Laws and rules are the minimum. They are not the ceiling. As soon as you find yourself in a situation of spending disproportionate amount of time analysing the law at the margin, stop. You have come too far already. [For entertainment], apply the same rule. If you have to think about the reason why you have to get away with it, take the snow white approach. Life is much easier."

Mr Richard Williams
Head of Listing, Hong Kong Exchanges and Clearing Limited
 
Summary of views:
 
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Joseph was offered a consultancy contract after the takeover. Some opined he might breach fiduciary duties if he did not disclose this conflict of interest situation to the board or abstain from voting in the takeover bid.
   
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It was generally agreed that Maggie had an apparent conflict of interest to accept the consultancy job while she was an executive director and holding shares of Manfold. Her advice might affect the possibility of the takeover, which in turn would directly affect her financial interests being a shareholder. Hence, Maggie should declare her interests to Manfold or refrain from taking up the consultancy job in the first place.
   
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Wu Jiaxiong's subordinate, Peter Lee, had close relationship with suppliers which also posed conflict of interest to his duty and affect his judgement. Although entertainment is not an advantage under the Prevention of Bribery Ordinance, one should always watch out for lavish entertainment which can be sweetener leading to conflict of interest. The management is suggested to issue code and provide training for staff on how to handle and avoid such situation.

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