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CONFLICT OF INTERESTS OF DIRECTORS


CONFLICT OF INTERESTS OF DIRECTORS

A director is independent when he does not have any personal or professional relationship with the company and its management likely to influence his judgment and lead to decisions that would not be in the interest of the company.

The director shall make a declaration of absence of conflict of interest for each of his mandates on the board of directors and its committees. In this declaration, directors must say they acted honestly and in good faith for each of their mandates on the Board of Directors and its committees.

We have developed a non-comprehensive list of elements and best practice that are likely to influence the judgment of a director:

The director:
– is an executive or an employee of the organization or group;
– is a former CEO of the organization/group;
– is a former executive of the organization/group;
– is a current or former partner or an employee of the audit firm;
– for his professional services are paid by the organization/group;
– is working for a professional office receiving fees from the organization/group;
– is an executive of a customer or a provider of the organization/group;
– is a member of an agency receiving a financial contribution from the organization/group;
– is indebted to the organization/group;
– is a shareholder of a consultant company for the organization/group;
– has family ties with one of the groups mentioned above.

Similarly, we believe that directors serving on the board for more than 10 years or so, even though they are considered non-independent, are able to provide a significant knowledge of the history of the company, a relevant experience, and depth to the board of directors. However, we believe that a maximum threshold of related or non-independent directors due to the duration of their relationship with the board should be fixed to avoid the dynamics of an “old boys club”.