“The Institute does not support banning asset-based fees (other than in relation to borrowings), banning commissions in relation to mortgage broking and risk/insurance or retrospective banning of trailing commissions. The Institute is of the view that these are operational and commercial decisions of firms and should not be the subject of banning in the proposed standard.”
— Institute of Public Accountants, APES 230 FAQS
Key Insight: Conflict management now requires objective assessment, risk controls, and evidence in client files, not just policy or disclosure.
Introduction
Managing conflicts of interest is a core obligation for AFSL holders, but ASIC’s expectations have evolved. What was once a policy exercise is now assessed as a question of structure, evidence and governance.
As the Royal Commission highlighted, managing conflicts of interest is crucial for maintaining the integrity of Australia’s financial services industry. If not properly managed, conflicts of interest can erode this trust, damaging the relationship between service providers and their clients.
Because it’s a fundamental obligation in all fiduciary relationships, it’s a core obligation for Licensees and a key regulatory focus. For these reasons, the Corporations Act 2001 and ASIC Regulatory Guide RG 181 address conflicts, propose robust frameworks, and outline guidelines for managing them appropriately.
Although it is seldom admitted, conflicts of interest (or conflicts of interests and duties) are not only common in financial services but also inalienable. In a commercial human-centred enterprise, conflicts can only be managed, mitigated, or ignored. Legal, ethical and professional obligations require licensees and advisers to identify, evaluate, and manage them objectively, proactively and substantively; section 912A(1)(aa) requires licensees to have adequate arrangements to manage any potential conflicts between their own interests and those of their clients. This is consistent with the law’s aim to promote “fair, orderly, and transparent markets” and “fairness, honesty, and professionalism by those who provide financial services”.
Licensees are required to have adequate arrangements to manage any potential conflicts between their interests and those of their clients, and their Directors must properly identify, disclose and manage material personal interests, and ensure they do not improperly influence decision-making.
Conflicts of interest are complex, particularly within the financial services industry. They are governed by statutory and common law obligations, with the Corporations Act 2001 as the primary statutory basis. These obligations, coupled with the Code and Standards, form the cornerstone of ethical and responsible financial services provision in Australia.
Before we move on, there’s a complication to address. There is a nuance here that is seldom acknowledged but can have profound implications for compliance, governance, and ethical conduct. This is the difference between “conflicts of interest” and what Commissioner Hayne liked to refer to as “conflicts of interest and duties”.
Conflicts of Interests
Conflicts of interest arise when an individual or organisation is involved in multiple interests, one of which could compromise or influence either a person’s conduct or decision-making regarding the other interest.
The most common example typically involves a scenario in which personal interests (financial or otherwise) influence, or appear to influence, an adviser’s recommendations or their impartial and objective provision of advice or services.
Conflicts of Interests and Duties
Reframing the issue as conflicts of interest and duties expands the concept to include situations where an individual’s or organisation’s duties to different parties conflict. This encompasses not only conflicts between personal interests and professional duties, but also conflicts between clients, or between duties to clients and duties to the firm or another third party. In financial services, a firm might face a conflict between its duty to act in its clients’ best interests and its duty to maximise profits for shareholders.
The reframing also articulates the practical issue: conflicts of interest, per se, are not the problem; a problem only exists when personal or commercial interests conflict with professional or ethical duties.
Regardless of the name, as a Responsible Manager or officer of a Licensee, one of your essential obligations is to ensure your compliance arrangements identify and appropriately address conflicts of interest and duties.
RG181 in a nutshell
ASIC Regulatory Guide 181, “Licensing: Managing Conflicts of Interest” (originally issued in 2004 and updated in December 2025), provides a regulatory framework and practical guidance for Australian financial services licensees to manage conflicts of interest effectively. It outlines the legal requirements under section 912A(1)(aa) of the Corporations Act, emphasising the necessity for licensees to have adequate arrangements in place for managing conflicts.
The guide underscores the importance of identifying, avoiding, controlling, and disclosing conflicts of interest to ensure financial services’ integrity, transparency, and fairness. It provides detailed strategies and examples to help licensees develop and implement effective conflict management systems, including organisational structures, internal processes, and compliance measures. For example, effective arrangements include
- Establishment of an Independent Compliance Committee: This committee oversees the management of conflicts of interest, ensuring that decisions are made in clients’ best interest.
- Regular Training for Staff on Conflict Management: ASIC values continuous education and awareness programs to help employees recognise and manage conflicts effectively.
- Comprehensive Disclosure Protocols: Effective systems include clear, timely, and transparent disclosure to clients about any potential conflicts that might affect the services provided.
- Robust Internal Reporting Mechanisms: Systems that allow employees to report conflicts confidentially and without fear of reprisal are considered effective in managing conflicts of interest.
- Client Priority Policies: Implementing policies prioritising client interests over the firm’s or employees’ personal gains, especially in investment advice and product recommendations.
Additionally, RG181 highlights the significance of maintaining a culture that prioritises clients’ interests and the role of disclosure in managing conflicts. The guide also discusses the application of these principles to both retail and wholesale clients, stressing the need for consistency with international standards and practices.
Contact AS to get updated policies or advice
What the 2025 update means in practice
While the underlying obligation in s 912A(1)(aa) has not changed, ASIC’s updated RG 181 materially clarifies how licensees are expected to demonstrate compliance in practice.
Three shifts are particularly important.
First, the identification of conflicts is now framed more explicitly as an objective exercise. The relevant question is not whether a licensee considers a conflict to be real or material, but whether a reasonable person would expect it to influence the provision of financial services. This raises the standard for consistency and removes reliance on subjective judgment.
Second, conflicts are expected to be assessed using a structured, risk-based methodology. This includes considering the likelihood of the conflict arising, the potential impact on clients, and the effectiveness of existing controls. In this sense, conflicts are no longer treated solely as a disclosure issue, but as a core risk management discipline.
Third, conflict management must be demonstrably embedded within the licensee’s operations. ASIC expects to see evidence of how conflicts are identified, assessed, controlled, and escalated in practice, including their integration into governance frameworks, compliance monitoring, and staff training.
What is a conflict of interest? (Post-RG 181 framework)
A conflict of interest arises where a reasonable person would expect that your interests, or those of your licensee or a related party, could influence the advice or services provided to a client.
This is now an objective assessment. It does not depend on whether the adviser believes they can remain impartial, or whether the conflict has already affected an outcome.
In practice, this means moving away from rigid labels such as actual, potential or perceived conflicts, and instead asking:
- Would an independent observer reasonably conclude that this interest could influence the advice?
- What is the nature and extent of the client harm if it does?
- How likely is that influence to occur in this context?
This shift places conflicts management within a risk management framework, rather than a disclosure exercise.
The RG 181 shift: from policy to risk management
ASIC’s updated RG 181 reframes conflicts management as a core risk management function.
Adequate arrangements now require more than maintaining a conflicts register or issuing disclosure statements. Licensees must demonstrate that conflicts are:
- systematically identified using an objective test
- assessed for likelihood and potential client harm
- controlled through appropriate mitigation strategies
- monitored and reviewed for effectiveness over time
This aligns conflict management with broader governance obligations under s912A, requiring evidence that arrangements operate effectively in practice, not just in design.
ASIC Report 562
“Too often conflicts between interest and duty are ‘managed’ in a way that coincides with the interests of the party who owes some conflicting duty or has some conflicting interest” (Hayne, 2019, Vol. 1, p. 135).
In Report 562, “Financial Advice: Vertically integrated institutions and conflicts of interest”, ASIC identified several areas where institutions could better manage and, where appropriate, avoid conflicts of interest. These areas include outsourcing, product selection, remuneration, and board membership.
The report also examined how well these institutions manage the inherent conflict of interest from providing personal advice to retail clients and manufacturing financial products.
ASIC has suggested several measures institutions can implement to manage conflicts of interest better. These include:
- Separating product manufacturing and distribution functions to reduce the risk of conflicts of interest.
- Improving the quality of advice provided to customers by ensuring that advisers prioritise customers’ interests, offer accessible strategic financial product advice that aligns with consumer needs, and deliver value for money.
- Ensuring customers are fully compensated when losses result from poor conduct.
- Implementing better conflict management processes in areas such as outsourcing, product selection, remuneration, and board membership.
The Royal Commission
“Other professions are not so pervaded by conflicts of interest and do not have such a high tolerance for the continued existence of conflicts of interest….. Until something is done to address these conflicts, the financial advice industry will not be a profession.” (Commissioner Kenneth Hayne in the Final Report of the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry)
You will no doubt recall that Commissioner Hayne expressed that strong opinion about the financial advice industry in that critical way for a few key reasons:
- The widespread misconduct revealed by the Royal Commission showed a deep-seated cultural tolerance for conflicts of interest within the industry. The Commission heard countless examples of advisers putting their own interests ahead of clients’ by recommending products based on higher commissions rather than merit.
- The existing regulatory framework and professional standards had clearly failed to prevent this misconduct. Conflicts of interest were rampant despite existing obligations around disclosure, fiduciary duty and the best interests of clients.
- In other professions, such as law and medicine, there is a lower tolerance for conflicts of interest that risk undermining practitioners’ professional obligations. Hayne felt the financial advice industry had not risen to the same professional standards regarding managing conflicts.
- The advice industry’s self-regulatory mechanisms had also failed to adequately address conflicts of interest. Industry associations and professional standards bodies had not taken vital enough action to change the culture and incentivise the “best interests” duty over conflicting commissions and payments.
- In Hayne’s view, until the conflicts of interest ingrained in the advice industry’s business model were properly “addressed”, the industry could not indeed be considered an ethical profession operating in the best interests of clients. Merely disclosing conflicts was not sufficient.
The limits of disclosure
Disclosure has historically been treated as a central mechanism for managing conflicts of interest. That position is no longer sustainable. ASIC’s current stance, reinforced post-Royal Commission, is clear: disclosure is not a primary control. It is a residual measure, used only where conflicts cannot be avoided or effectively controlled through structural or operational means.
Relying on disclosure as the default response to a conflict is increasingly viewed as a sign that a licensee’s arrangements are inadequate. There are two core issues underpinning this shift.
First, disclosure assumes that clients can understand the nature, extent, and implications of a conflict and adjust their decision-making accordingly. In practice, this assumption is weak. Even well-drafted disclosures are often:
- not read in full
- not properly understood
- insufficient to counteract the influence of the conflict itself
Second, disclosure does nothing to remove or reduce the underlying risk. A conflicted remuneration structure, product bias, or related-party influence remains intact regardless of how clearly it is disclosed.
For these reasons, ASIC expects licensees to prioritise:
- avoidance, where the conflict creates a material risk of client detriment
- control, where the conflict can be effectively mitigated through governance, supervision, or structural separation
Disclosure should only be used where:
- the conflict is not reasonably avoidable
- existing controls reduce the risk to an acceptable level
- the disclosure is specific, prominent, and meaningful to the client
In practical terms, this means disclosure must be treated as supplementary, not sufficient.
If a conflict is material and ongoing, and the only mechanism addressing it is disclosure, it is unlikely to satisfy the requirement to maintain adequate arrangements.
A useful clarifying question is “If the disclosure were removed, would your controls still prevent client detriment?“
If the answer is no, the conflict is not being adequately managed.
‘Conflict culture’
“Too often it was simply easier to disclose the conflicts rather than do anything meaningful to address or avoid them.”
In the Final Report for the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry, Commissioner Hayne was critical of a ‘profession’ that chose to meet its legal obligations by simply disclosing conflicts of interest, rather than by taking meaningful steps to actually address or avoid these conflicts of interest and duties.
As context, Commissioner Hayne heard extensive evidence of misconduct caused by conflicts of interest within the financial advice, superannuation, and banking industries: advisers who ignored their clients’ interests and recommended products that paid them more, and lenders who prioritised their own profits over borrowers.
Commissioner Hayne articulated an opinion that we have long held: Licensees, and particularly institutional licensees, too often use disclosure as a “check box” exercise to meet formal compliance requirements, rather than viewing it as a substantive obligation and the bare minimum expected of an advice professional.
Disclosure is, at best, an incomplete response to conflicts of interest and duties. Without a structured assessment of the conflict and demonstrable controls, disclosure alone is unlikely to satisfy the obligation to maintain adequate arrangements. Instead, responsible licensees should take active steps to control conflicts by banning conflicted remuneration, improving culture and governance, and separating conflicting business activities.
As context, Commissioner Hayne heard extensive evidence during the Royal Commission that advice licensees, banks and super funds had failed, perhaps intentionally, to adequately manage conflicts of interest between their own interests and the duties owed to clients. In fact, he concluded that conflicts of interest pervaded every part of the industry and were inherently tolerated. The compliance issues aside, this was a fundamental failure of culture, regulation and professional standards that prevented the industry from operating as a true profession.
This systemic misconduct and widespread client detriment were the genesis of his observation that, when conflicts arise, financial institutions too often ‘manage’ them in a way that suits their own interests, rather than adequately resolving the conflict in favour of the duty owed and the protection of clients.
Essentially, this ‘conflicts culture’ and licensees’ tolerance for practices that benefit them at their clients’ expense was less a bug than a feature of the financial services industry. Entirely consistent with the industry’s approach to compliance generally, conflicts were ‘managed’ by disclosure; a strategy that both normalised the conflicts and served the financial interests of the conflicted party.
What has changed since the Royal Commission is that this “conflicts culture” is no longer just a question of ethics or professional standards. It is now a question of evidence. ASIC’s updated guidance requires licensees to demonstrate, in a structured and repeatable way, how conflicts are identified, assessed and controlled. A disclosure-first approach is not just poor practice. It is increasingly difficult to justify in the absence of an underlying risk assessment or evidence of effective controls.
Conflicts management is no longer a disclosure exercise. It is a governance discipline that must be evidenced in practice.
Applying ASIC Guidance in Practice
In light of these developments, conflict management must be approached as a structured and evidenced governance process, not a policy framework.
In practical terms, this requires moving beyond disclosure and treating conflicts as a structured and evidenced governance process.
Applying RG 181 now requires a structured and defensible approach. In practice, this can be broken into four stages.
Identification
Conflicts must be identified using an objective standard. The relevant question is whether a reasonable person would expect the conflict to influence the provision of financial services. This requires moving beyond self-assessment and ensuring identification processes are consistent and repeatable across the business.
Assessment
Once identified, conflicts must be assessed using a risk-based methodology. This includes considering the likelihood of the conflict arising, the potential impact on clients, and the extent to which existing controls mitigate that risk. This step should be documented and capable of independent review.
Treatment
Licensees must then determine how to address the conflict. This typically involves a hierarchy of responses. Where possible, conflicts should be avoided. Where avoidance is not feasible, they must be controlled through structural, procedural or remuneration-based measures. Disclosure remains relevant, but only as a supplementary control rather than a primary response.
Evidence and Integration
The most significant shift is the requirement to evidence and operationalise conflict management. Licensees should be able to demonstrate how conflicts are recorded, monitored and escalated, how decisions are made, and how controls operate in practice. This includes integration into governance frameworks, board reporting, compliance monitoring and staff training.
Absent this level of structure and evidence, it will be difficult to demonstrate that “adequate arrangements” exist.
The Code and Standards
The Code of Ethics (now administered under the Treasury and ASIC framework) further reinforce the importance of managing conflicts of interest.
Standard 3 of the Code explicitly states that financial planners must not advise, refer or act in any way where there is a conflict of interest. This standard underscores the ethical imperative for financial planners to act in their clients’ best interests, even when this may conflict with their own or their employer’s interests.
Ethical, Legal and Commercial Reasons to Manage Conflicts
Managing conflicts of interest well is not just a regulatory obligation, but also an ethical and commercial imperative. Ethically, financial planners must act in their clients’ best interests, and this duty is fundamental to maintaining trust and confidence in the financial services industry.
Commercially, effective conflict management can enhance a firm’s reputation and client relationships. Clients are more likely to trust and engage with firms that effectively commit to managing conflicts of interest.
There are clear, compelling, and convincing reasons why Licensees and advisers should actively and effectively manage conflicts of interest and duties. But if you find positive reinforcement unconvincing, consider a few of the likely consequences of failing to do so:
- Regulatory action and penalties from ASIC. ASIC oversees compliance with the Corporations Act and can issue infringement notices, enforce undertakings, or suspend licenses for conflicts-of-interest violations. In serious cases, criminal prosecution is possible.
- Loss of clients and reputation damage. Clients may lose trust in a financial services provider if conflicts of interest are not appropriately managed, leading to client losses and revenue. Negative media attention could further impact the firm’s reputation.
- Legal liability and compensation claims. Clients who suffer losses due to unmanaged conflicts of interest could sue the financial services provider for compensation. The provider may be liable for damages and legal costs.
- Disciplinary action from ASIC. ASIC (and the Financial Services and Credit Panel) oversees and enforces compliance with the Code of Ethics administered under the Treasury. Failure to manage conflicts appropriately could result in disciplinary sanctions against individual advisers.
- internal compliance failures. Poor conflict management reflects failings in the firm’s compliance framework. This could lead to additional regulatory penalties for compliance breaches and internal reforms.
- Executive and director liability. Senior executives and directors can face personal liability for conflicts of interest not adequately managed within the firm. This may include fines, disqualification from managing corporations, and even imprisonment in severe cases.
Three complications
Compensation structures and incentives in the financial services industry can create conflicts of interest that impact client advice. Financial professionals may prioritise their own financial interests over their clients’ interests, leading to biased recommendations and potential harm. Fee-based compensation models, disclosure, regulatory oversight, and industry standards are crucial to address these conflicts. These measures align professionals’ interests with clients’ and prioritise client needs while maintaining the profession’s integrity.
Behavioural biases and information asymmetry can also affect clients’ decision-making, making disclosure ineffective in addressing biases and conflicts. To complement disclosure, transparent compensation structures and ethical standards can be put in place. Ongoing training can enhance professionals’ skills in managing conflicts and prioritising clients’ needs.
Regulators themselves face conflicts of interest that can impact their impartiality. Personal or financial relationships with those they regulate can create biases and perceptions of favouritism. The “revolving door” phenomenon – where former regulators join regulated entities – should be addressed through cooling-off periods or restrictions on post-regulatory employment. Regulators should also establish policies requiring disclosure of conflicts and recusal when necessary.
Enforcement Matters
Perhaps unusually, the momentum from the Final Report translated into regulatory action.
In fact, ASIC has been active and proactive in enforcing the conflicts management obligation, with several recent cases highlighting the risks associated with non-compliance.
For example, in ASIC v Westpac Securities Administration Limited[2019] FCA 1245, Westpac was fined $9.15 million for failing to adequately manage conflicts of interest when providing financial advice. This case serves as a stark reminder of the financial and reputational risks of failing to manage conflicts of interest effectively.
In 2019, ASIC also banned a financial adviser, Jihad Soleiman, for six years for failing to identify and manage conflicts of interest when recommending self-managed superannuation funds to clients. ASIC found that he had a conflict of interest because his clients were looking to invest through his brothers, who were in the property development business.
In 2023, ASIC banned Darron Mink for five years for, amongst other things, failing to manage conflicts of interest. The adviser made about $1 million in commissions by placing clients in risky managed funds that paid higher commissions against the clients’ best interests.
Also, in 2023, ASIC. banned financial adviser Stephen Garry Vick fromcial services for five years for not acting in the best interests of his clients, receiving conflicted remuneration, prioritising his own interests and operating a business structure that created conflicts of interest.
ASIC also permanently banned a financial adviser, Donald Cuthbertson, and cancelled the AFS Licence of Professional Wealth Management Pty Ltd (PWM) and Professional Wealth Investments Pty Ltd for failing to have “adequate arrangements in place for the management of conflicts of interest.”
The solution
Effectively managing conflicts of interest and duties requires comprehensive, integrated management strategies. While disclosure is essential, it’s not enough and Licensees must embrace additional strategies, including transparent compensation models, ethical standards, ongoing training, and external oversight, which are necessary.
Effective conflict management is not a collection of controls. It is a system that can be evidenced, monitored and governed. The following elements should be implemented and demonstrably operating in practice:
- Conflict audit – Periodically consult with staff and stakeholders to identify and record current and anticipated conflicts of interest.
- Conflict registers – Maintaining a comprehensive register of all potential and actual conflicts. This helps in systematically identifying, evaluating and monitoring conflicts over time. “systematically identifying, evaluating and monitoring conflicts”
- Staff training – Regular training programs to raise awareness of conflict issues and the firm’s policies. Staff are informed of their obligations and how to escalate potential conflicts.
- Excluded assets – Lists of companies and securities where conflicts exist. Staff are prohibited from trading in these securities for themselves or clients.
- Information barriers – Controls that restrict the flow of sensitive information within the firm. This may involve physical separation, limiting access to files and ‘need to know’ policies.
- Remuneration policies – Aligning staff compensation with management of conflicts. For example, tying bonuses to compliance with policies.
- Segregation of duties – Separating operational functions that create potential conflicts. For example, separating client relationship management from investment management.
- Attestations – Requiring staff to periodically attest that they have complied with conflict policies and disclosed all relevant personal conflicts.
- Compliance monitoring – Ongoing monitoring by compliance officers ensures conflict policies are followed correctly. This includes spot checks and audits.
- Escalation procedures – Clear procedures for staff to promptly escalate any potential conflicts of interest to management for evaluation and resolution.
- Disclosure protocols – Guidelines for when and how to disclose conflicts of interest to clients. Management oversight of all disclosures.
- Board oversight – Effective oversight of conflict management by the Compliance Committee, including regular review of the conflict policies.
- Mandated Breach Reporting – Given that conflicts of interest and duties profoundly undermine public trust, intentional or reckless conflicts should be reported to ASIC.
These controls must not exist in isolation. Licensees should be able to demonstrate how they interact within a coherent framework, how they are monitored, and how failures or weaknesses are identified and addressed. This includes maintaining clear audit trails, documenting decision-making, and ensuring active rather than passive board and compliance oversight.
What this means in practice for advisers and licensees
For advisers, conflict management must be visible in the client file. This includes:
- documenting the identified conflict
- explaining how it could influence the advice
- recording the controls applied
- demonstrating why the recommendation remains in the client’s best interests
For licensees, the focus shifts to governance and evidence:
- conflicts must be integrated into risk frameworks
- staff must be trained to apply objective assessment consistently
- monitoring programs must test real advice scenarios
- boards and responsible managers should have visibility over material conflicts and control effectiveness
Ultimately, the question ASIC will ask is not whether a conflicts policy exists, but whether the licensee can demonstrate that conflicts were appropriately managed in the specific advice provided.
Restoring trust and confidence
Managing conflicts of interest and duties is not simple; it’s a complex and enduring obligation and a crucial underpinning of the advice profession.
Restoring consumer trust and confidence requires Licensees to adopt a careful balance of controlling, avoiding, and disclosing conflicts, all while keeping clients’ best interests at the forefront.
This is not easy, but it is a core obligation of being licensed. If licensees implement robust policies, procedures, and systems, they can effectively manage these conflicts and maintain their clients’ trust and confidence. More pragmatically, given ASIC’s commitment to maintaining market integrity, you’ll reduce your regulatory risk.
By taking decisive action against AFSLs, responsible managers, and advisers who fail to manage conflicts of interest, ASIC sends a clear message about the importance of acting in clients’ best interests and maintaining ethical standards. In the financial services industry. It’s clear that ASIC will continue to take decisive action against those who fail to manage conflicts of interest, ensuring the integrity of Australia’s financial markets for the benefit of all stakeholders.
Final thoughts
The practical implication is clear. Conflict management is no longer assessed by reference to policies or intentions. It is assessed by reference to structure, consistency and evidence. Licensees that cannot demonstrate how conflicts are identified, assessed and controlled in practice will struggle to satisfy the obligation, regardless of what their policies say.
ASIC’s expectations have shifted from policy to proof. The question is no longer whether you have arrangements. It is whether you can demonstrate that they work.
If you cannot clearly evidence how conflicts are identified, assessed and controlled in practice, now is the time to act. Through [complye] and our governance support services, we help licensees turn conflict management into a structured, auditable system.
Speak with our team to understand where you stand.
Further reading
If you benefited from reading this, we recommend:
Frequently Asked Questions
The obligation arises under s 912A(1)(aa) of the Corporations Act and requires licensees to maintain adequate arrangements to manage conflicts of interest. This is not satisfied by having a policy alone. You must be able to demonstrate how conflicts are identified, assessed, controlled, and, where necessary, avoided in practice.
No. Disclosure is a baseline obligation, not a complete solution. Without a structured assessment of the conflict and effective controls, disclosure alone is unlikely to satisfy the requirement to maintain adequate arrangements. ASIC expects conflicts to be managed through a combination of avoidance, control and disclosure, with disclosure typically being supplementary.
The 2025 update clarifies how compliance is assessed rather than changing the underlying law. ASIC now expects:
– objective identification of conflicts using a reasonable person standard
– structured, risk-based assessment of conflicts
– evidence that conflict management is embedded in governance, monitoring and operations
This shifts the focus from policy and intention to structure, consistency and evidence.
A conflict should be avoided where it cannot be effectively controlled or where it would materially compromise the duty owed to the client. This includes situations involving confidential information, insider information, or structural conflicts that cannot be mitigated through controls. In these cases, declining to act is often the only defensible option.
Adequate arrangements involve a coherent, operational framework, not isolated controls. This typically includes:
– a maintained conflicts register
– documented risk assessments
– clear escalation and reporting processes
– aligned remuneration structures
– active compliance monitoring and board oversight
Crucially, you must be able to evidence how these elements operate in practice, not just that they exist.