A new board member wants to represent personal interests in decisions. What governance principle is violated?

• A. Duty of loyalty
• B. Duty of care
• C. Duty of confidentiality
• D. Duty of disclosure

Answer: (A)

Focusing on the duty of loyalty clarifies why this scenario violates governance standards. The board member is expected to set the organization’s interests above personal gain and to avoid situations where personal interests could improperly influence decisions. Wanting to represent personal interests means a conflict of interest is at play, which erodes trust and could lead to biased, self-serving choices rather than decisions that are best for the organization. The duty of loyalty requires recognizing and managing such conflicts, often through disclosure and recusal when necessary.

Other duties provide different safeguards: the duty of care is about making informed, diligent decisions; the duty of confidentiality protects sensitive information; and the duty of disclosure ensures conflicts of interest are disclosed so the board can address them appropriately. If a conflict is fully disclosed and the member recuses themselves from related decisions, that aligns more with loyalty. But pursuing personal interests directly violates it.