Common use of Application of General Fiduciary Principles to FRIAA Directors Clause in Contracts

Application of General Fiduciary Principles to FRIAA Directors. The Directors of FRIAA stand in a fiduciary relationship with FRIAA. The Directors must not use their position to gain benefit personally, whether such benefit accrues to them directly or indirectly. Directors must not use their position to benefit persons related to them or with whom they are closely associated, such as business partners. These types of transactions, however, are exceptional and are not anticipated to arise with frequency. Where they do arise, the affected Director must declare a conflict, fully disclose his interest in the transaction, and refrain from discussing or voting upon the matter. Whether the transaction will be approved will be a matter for the Board to determine. Directors are encouraged not to make frequent use of the exceptions provided above. The general rule that FRIAA does not enter into transactions with Directors or with related persons must be observed with minimal exceptions in order to ensure public confidence in FRIAA and its undertakings remains high.