Governance and leadership discussions at the Better Boards Conference

Presentation

I.D. Check on Conflicts (and how to manage them)

Elizabeth Lathlean


Senior Lawyer at Gilbert + Tobin

Elizabeth Lathlean is a Senior Lawyer in Gilbert + Tobin’s Charities + Social Sector Group. Elizabeth specialises in the provision of legal advice and assistance to charities, not-for-profits and social sector organisations. She provides expert assistance on all areas of charity and not-for-profit regulation and compliance, as well as acting in relation to mergers and acquisitions, restructuring transactions and corporate governance.

Elizabeth is a non-executive director of CBM Australia, a registered charity and international development organisation. Best Lawyers 2023 recognises Elizabeth for her work in the area of Corporate Law. Elizabeth is a regular speaker on matters relating to not-for-profit governance, including at the 2020 Legalwise Not for Profits and Charities Law Forum and the 2019 Better Boards Conference, as well as for various boards and senior management teams. She has also authored and featured in articles regarding not-for-profit governance, including for Governance Directions, Lawyers Weekly and Precedent. Elizabeth co-authored the legal and regulatory framework component of LexisNexis Practical Guidance – Governance. Elizabeth has a Master of Laws from the University of Sydney and a Bachelor of Laws / Bachelor of Communications and Media Studies (Journalism) with Distinction from the University of Wollongong.

Elizabeth is admitted as a solicitor of the New South Wales Supreme Court and the High Court of Australia. She is also admitted as a solicitor in England and Wales (non-practising).

Directors have a duty to be aware of and manage (and in some cases avoid) two kinds of conflicts: (i) those arising as a result of a personal interest (whether that interest be actual, potential or perceived); and (ii) those arising from mixed loyalties i.e. a conflict between the duties owed to one organisation and another organisation (or individual).

Rather than these types of conflicts being something that distracts the board from its broader governance mandate or potentially deprives the board of valuable directors due to a belief that avoidance of conflicts is required over management of such conflicts, it is essential that directors are empowered to identify and appropriately manage both types of conflicts.

This is particularly relevant given increased regulatory focus on these matters through the lens of related party transactions, with the Australian Charities and Not-for-profits Commission last year introducing changes that will require certain registered charities to report on their related party transactions.

This presentation will empower directors to identify and appropriately manage conflicts of interest, conflicts of duties / loyalties and related party transactions, and will leave them with increased confidence in their ability to comply with their legal and regulatory obligations (particularly in light of the ACNC’s increasing interest in these areas).



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