Form
Conflict of Interest Disclosure Form
A conflict of interest policy only works if directors actually disclose. This form is the annual attestation each director and officer completes, signs, and updates when circumstances change. It is a companion to the conflict of interest policy in the Board Policy Library. Read it here, download the editable Word file, or print it.
Corporate board of directors and officers — annual disclosure and attestation
Organization
Name
Position (director / officer)
Disclosure period
1. Instructions
Complete this form annually and whenever your circumstances change. Answer each question for yourself and your family members (spouse or domestic partner, children, parents, siblings, and their spouses). When in doubt, disclose — the board, not the individual, decides whether a conflict exists.
2. Disclosure questions
Answer yes or no to each question and give details for any yes answer. Attach additional pages if needed.
3. Other potential conflicts
Describe any other interest, relationship, or circumstance that could reasonably appear to affect your independent judgment.
- Description:
4. Attestation
I have received and read the organization's conflict of interest policy, I agree to comply with it, and the information above is complete and accurate to the best of my knowledge. I will promptly disclose any change and will recuse myself from discussion and voting on matters in which I have a conflict.
- Signature:
- Printed name:
- Date:
5. For board use
The corporate secretary or governance committee records review and any action taken.
- Reviewed by:
- Date reviewed:
- Conflict identified? Action taken:
Disclosure questions
| Question | Details (if yes) | Yes / No |
|---|---|---|
| Do you or a family member own an interest in, or hold a position with, any business that does business with or competes with the company? | ☐ Y ☐ N | |
| Have you or a family member received compensation, gifts, or loans from any party that does business with the company? | ☐ Y ☐ N | |
| Are you or a family member a party to any transaction or proposed transaction with the company? | ☐ Y ☐ N | |
| Do you serve as a director, officer, or advisor of another company or organization? | ☐ Y ☐ N | |
| Do you have any relationship with the company's auditors, legal counsel, or major shareholders that could affect your independence? | ☐ Y ☐ N | |
| Are you aware of any other director, officer, or employee with an undisclosed conflict? | ☐ Y ☐ N |
Guidance notes
- Collect forms at the start of each year and before a new director's first meeting.
- The board or a designated committee — not the individual — determines whether a conflict exists and how to manage it.
- Record disclosures and recusals in the minutes.
- Keep completed forms confidential and retain them according to your document retention policy.
- Adapt the definitions of family member and material interest to match your conflict of interest policy and bylaws.
Before you use this form
- Legal counsel review is recommended
- Have qualified legal counsel licensed in your state or jurisdiction review and adapt this material before your board adopts or relies on it.
- Educational model language only
- This is a general model provided for educational purposes. It is not legal, tax, accounting, compensation, or compliance advice, and it does not create an attorney-client or advisory relationship.
- Tailor to your governing documents and law
- Align it with your articles of incorporation, bylaws, applicable state corporate or nonprofit statutes, employment law, and any regulatory requirements that apply to your organization.
- Adopt and record formally
- Approve the process by board vote or resolution, record it in the minutes, keep sensitive material confidential, and review it annually.
This resource is provided for educational purposes only and does not constitute legal, tax, accounting, compensation, or compliance advice, nor does it create an attorney-client or advisory relationship. Adapt it to your organization's governing documents and applicable law, and have qualified legal counsel review it before your board adopts or relies on it.
Want help putting conflict of interest practices on solid footing?
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