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•Where a conflict of interest arises, it must be declared,
and the director must not participate in any discussion or
vote and, depending on the circumstances, the director may have to
resign
•If this procedure is not followed, directors may be made
to account for any profits or gain realized from the
contract or transaction
•Both the CNCA and ONCA require both directors and officers
to properly disclose their interest at specific times and in
specific manners and this obligation is ongoing
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