Conflicts of Interest in Irish Organisations: Directors, Staff and Written Policies

Conflicts of interest arise in every kind of Irish organisation, from a private company board to a charity trustee group to a finance team that buys from a supplier owned by a colleague's relative. The law treats directors in a specific way, while the position for ordinary staff is mostly a matter of contract and policy. This guide sets out what the official pages we opened say about directors and trustees, where those pages are silent about employees, and how an organisation can build a written policy. It is general information, not legal advice. Directors who want to understand the wider picture can also read our summary of directors' duties under company law.

What the Companies Act 2014 says directors must do

Two provisions matter most. Section 228 of the Companies Act 2014 is headed "Statement of principal fiduciary duties of directors". Among the duties listed in subsection (1) is a duty to avoid conflicts between the director's duties to the company and the director's other interests, including personal interests, unless the director has been released from that duty for the matter concerned. As the section is written, the release can come under the company's constitution or through a resolution of a general meeting. The same subsection lists related duties, such as not using company property, information or opportunities for personal or others' benefit unless the constitution permits it or a general meeting approves. On the version of the section we opened, the most recent dated annotation was 27 July 2022, which concerned other parts of the section; the page does not show a consolidation date, so check the current text before relying on it.

Section 231 is headed "Duty of director to disclose his or her interest in contracts made by company". On the version we opened on irishstatutebook.ie (no date shown on the page), it says in summary:

• A director who is directly or indirectly interested in a contract or proposed contract with the company must declare the nature of that interest at a directors' meeting.
• The duty does not apply to an interest that cannot reasonably be regarded as likely to give rise to a conflict of interest.
• For a proposed contract, the declaration is made at the meeting where the contract is first considered (or at the next meeting if the director was not yet interested then). For a contract made before the director became interested, it is made at the first meeting after that.
• A general notice that the director is a member of a named company or firm, or is interested in contracts with a named connected person, can serve as a sufficient declaration for future contracts of that kind, provided it is given at a directors' meeting or the director takes reasonable steps to have it read at the next meeting.
• A copy of each declaration or notice must be entered in a company book within three days, and that book is open to inspection by directors, the secretary, statutory auditors and members at the registered office. On request, the company must also produce it to the Director of Corporate Enforcement.

The text we read did not itself state a penalty for failing to declare, and it did not say whether a contract becomes void because of non-disclosure. Subsection (9) simply preserves other laws and rules that restrict directors' interests in company contracts. If a particular decision turns on that point, take professional advice.

What the ODCE guide adds

The Office of the Director of Corporate Enforcement publishes "The Principal Duties and Powers of Company Directors" (the edition we opened is dated May 2015 and says it reflects the law as at the passing of the 2014 Act, so it pre-dates later amendments). It repeats the conflict-avoidance duty and says a director who breaches the fiduciary duties is liable to account to the company for any gain and to indemnify the company for any loss or damage. It also says a breach of those duties does not by itself invalidate a contract. For certain arrangements with directors and connected persons, such as some non-cash asset deals and loans or quasi-loans, the guide says the Act sets out separate approval rules and consequences. We have not repeated its thresholds here because they should be checked against the current Act.

The company secretary and the register of declarations

Because section 231 requires declarations to be recorded in a company book that the secretary can inspect, the practical home for that record is usually whoever looks after the company's statutory books. Our guide to company secretary duties under the Companies Act 2014 explains that role. A practical approach: make "declarations of interest" a standing first item on every board agenda, so that the minute and the book entry are created at the same time.

Charities and other not-for-profit boards

The Charities Regulator publishes guidance on conflicts of interest for trustees. In its press release of 4 May 2018, it describes a conflict of interest as any situation in which a trustee's personal interests or loyalties could, or could be seen to, affect the trustee's decision-making, whether direct or indirect, and including people connected to the trustee. It recommends three steps (identify, manage and record), says charities should have a conflict of interest policy and a register of interests, and suggests a test: would a reasonable person who knew of the trustee's interest think the trustee could be influenced by it?

The regulator's "Guidance on Code of Conduct for charity trustees" says trustees are to abide by the charity's conflict of interests or loyalties policy and are responsible for making sure the conflict of interest register is completed and updated as required. We do not describe the individual standards of the Charities Governance Code here. Charity boards should read the current Code and the regulator's "Managing Conflicts of Interest" guide directly.

Employees: where the pages we read are silent

We found no official page stating a general legal duty on employers to have a written conflict of interest policy for staff, and none setting out what such a policy must contain. What the official pages do say relates to other employment. Citizens Information (page edited 10 August 2026) says an employer can only restrict an employee from taking up parallel employment if the restriction is proportionate and based on objective reasons, and lists avoiding conflicts of interest as one such reason. The Workplace Relations Commission page on transparent and predictable working conditions says the same, and says any restriction and its grounds must be set out in the contract or a written statement. Neither page defines a conflict of interest further. This means that, for staff, the contract and the handbook are where the rules normally live. Our guide to what to include in an employee handbook covers how policies sit alongside the contract.

Building a written policy

The following are our suggestions, not legal requirements:

• Define the term. A workable definition covers actual, potential and perceived conflicts, and includes family members and close associates.
• Say who is covered. Directors, trustees, managers, staff, contractors and volunteers may each need slightly different wording.
• Set a clear route for disclosure. Name the person or body (line manager, HR, company secretary or chair) who receives declarations and how quickly.
• Keep a register. A simple, dated list of declared interests, reviewed at least annually, is easier to defend than memory.
• State what happens next. For example, the person steps back from the relevant discussion and decision, and the minute records this.
• Cover gifts, hospitality and procurement. Many real-world conflicts show up in purchasing, hiring and supplier choice.
• Link to the contract. If you restrict outside work on conflict grounds, remember that the pages above refer to objective, proportionate grounds that are communicated in writing.
• Train and refresh. Walk new starters through real examples, then revisit the policy when the organisation changes.

Dublin organisations with finance, procurement and HR teams working closely together may find it useful to run a short annual declaration exercise, so that interests are recorded before a decision rather than after.

Learnsignal's offices are off Baggot Street in Dublin, and we offer in-person training from there. For current details, see our CPD pages.

Frequently asked questions

Must a director declare every interest in a contract?

Section 231, as we read it, requires a declaration of any direct or indirect interest in a contract or proposed contract with the company, but says the duty does not apply to an interest that cannot reasonably be regarded as likely to give rise to a conflict of interest. Where there is doubt, declaring and minuting is the cautious course. That last point is our suggestion.

Can a general notice replace declaring each time?

The section says a general notice that a director is a member of a specified company or firm, or is interested in contracts with a specified connected person, is a sufficient declaration for contracts of that kind, if it is given at a directors' meeting or the director takes reasonable steps to have it read at the next meeting.

Is there a law requiring a conflict of interest policy for employees?

We did not find an official page that says so. The pages we read refer to conflicts of interest as a possible reason to restrict parallel employment, provided the restriction is proportionate, based on objective reasons and communicated in writing.

Do charities need a conflict of interest policy?

The Charities Regulator's guidance says charities should have a policy and a register of interests. Trustees should check the current Charities Governance Code for the exact standards that apply to their charity.

Where should declarations be recorded?

For companies, section 231 refers to a company book in which a copy of each declaration or notice is entered within three days. Many organisations also record declarations in the board minutes.

Policies change and so does the law, so check the current text of the Act and the regulators' pages before you finalise your own documents.