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Conflicts of Interest Register: A Practical Guide for NZ Boards

Most governance failures are not dramatic. They are quiet. A director who sits on two boards that end up bidding for the same contract. An interest mentioned out loud in 2022 and never written down. A related party transaction that looked fine until someone asked who benefited. By the time a conflict becomes a problem, the question is rarely whether it was wrong. It is whether the board can show it handled the matter properly.

A well kept conflicts of interest register is how you answer that question with a yes. Here is what it is, what New Zealand law expects, and what separates a register that protects the board from one that merely ticks a box.

What a conflicts of interest register actually is

A conflicts of interest register, often called an interests register, is the board's standing record of every interest a director holds that could pull against their duty to act in the best interests of the organisation, whether in fact, in potential, or even just in appearance.

It is not a single form filled in once at induction and then forgotten. It is a living document. Interests change as directors take on new roles, as family circumstances shift, and as the organisation's dealings evolve. The register's job is to make those interests visible: to the board, to the auditor, and, if it ever comes to it, to a regulator or a court.

What the Companies Act 1993 expects

Under the Companies Act 1993, a director who is interested in a transaction must disclose that interest, and New Zealand companies are required to keep an interests register recording those disclosures. The duty to declare sits with the director. The obligation to record sits with the company.

Two things are worth being precise about.

  • Interested is broader than it sounds. It captures direct financial interests, but also interests held through family, other directorships, trustee roles, and any arrangement where a director stands to gain or lose. If a reasonable person might think the interest could influence the director's judgement, it belongs on the register.
  • Disclosure is not the same as resolution. Declaring an interest does not, by itself, discharge the board's duty. The board still has to decide how to manage it: whether the interested director may vote, may take part in the discussion, or should leave the room entirely. That decision, and the reasons for it, should be recorded alongside the disclosure.
The specifics, including how and when an interested director may participate, turn on the Act, your constitution, and any sector rules that apply to charities, Crown entities, or financial markets participants. Treat this guide as orientation, not legal advice, and confirm the detail with your own adviser.

What good looks like

A register that earns its place does five things.

  1. It is a standing agenda item. Conflicts are reviewed at the start of every meeting, not only at induction. Directors confirm their entries are current and declare anything new before the board turns to the substantive papers.
  2. It separates permanent interests from situational ones. Some interests are permanent, such as a director's other directorships. Some apply to a single decision in front of the board today. A good register distinguishes them, so the permanent ones do not have to be declared again from scratch each time and the situational ones are caught when they matter.
  3. It records the management decision, not only the disclosure. "Director X declared an interest in item 4. The board resolved that X would not take part in the discussion or the vote." That sentence is what protects the board later.
  4. It travels with the director across boards. A director's conflicts do not stop at one boardroom door. An interest relevant to two organisations should surface in both, without the director having to remember to declare it again from scratch each time.
  5. It is auditable. Dated entries, a clear history, and nothing that relies on memory or a vague "I think I mentioned that once."

The common failure modes

  • The spoken declaration that is never recorded. Said out loud, never written down. When it matters, there is no record it happened.
  • The stale register. Filled in at appointment, never updated. The most dangerous conflicts are the ones that arise after induction.
  • Disclosure without management. The interest is recorded, but there is nothing showing the board actually decided what to do about it.
  • The siloed director. Someone on three boards manages conflicts perfectly on one and forgets entirely on the others, because each board's register is an island.

Every one of these is invisible right up until the moment it is not.

A practical checklist

  • The register is reviewed as a standing item at every meeting
  • Every director's current interests are recorded, dated, and attributed
  • Permanent interests are kept separate from situational ones
  • Each disclosure has a recorded management decision: vote, discuss, or recuse
  • New interests can be declared between meetings, not only at them
  • Directors who serve on several boards can see and manage conflicts across all of them
  • The full history is preserved, with nothing overwritten or lost

How Boardside helps

We built Boardside's conflicts register around exactly these principles. Declarations are dated and attributed. A director's interests can be shared across every board they sit on, rather than entered again for each. And the register sits alongside the rest of the governance record, the minutes, decisions, and other registers, so nothing depends on whether someone remembered to write it down after the meeting.

Conflicts of Interest Register Kōwhai Foods Group Limited · sample
DirectorInterestScopeReviewed
James WhitfieldDirector, Riverbank Capital LtdAll boardsChair reviewed
Priya NaiduSpouse employed by a tendering supplierThis boardPending review
Tom FletcherTrustee, Kōwhai FoundationAll boardsChair reviewed

Illustrative only. Sample names and boards, not real directors.

If your board still carries its conflicts in a spreadsheet or in someone's memory, see what a living, auditable register looks like, dated, attributed, and shared across every board you sit on, on your own data.

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This guide is general information for New Zealand directors and is not legal advice. Your obligations depend on the Companies Act 1993, your organisation's constitution, and any sector rules that apply to charities, Crown entities, or financial markets participants. Confirm the specifics with your own legal adviser.