Conflicts and Independence

Purpose

B&R recognises that conflicts of interest, perceived conflicts and competing obligations may affect professional judgement, confidentiality, independence and the proper administration of commercial relationships.

This Statement explains the manner in which B&R approaches actual, potential and perceived conflicts.

Meaning of conflict

A conflict may arise where B&R’s interests, the interests of one client or partner, the interests of another client or partner, or the interests of a connected person or organisation are, or may reasonably appear to be, inconsistent.

A conflict may concern confidential information, commercial opportunity, competing brands or sectors, creator, partner or supplier relationships, financial or other personal interests, ownership, control or management interests, prior engagements, current or proposed introductions, or reputation, independence or professional judgement.

A conflict may be actual, potential or perceived. A perceived conflict may require consideration even where no actual conflict exists.

Initial assessment

B&R may undertake an initial conflicts assessment before accepting an enquiry, engagement, introduction or opportunity.

The assessment may consider the identity of the relevant parties, the nature and scope of the proposed work, existing commitments, confidential information, competing interests, commercial sensitivity, reputation and the practical ability to maintain independent judgement.

A conflicts assessment does not guarantee that every conflict will be identified or that circumstances will not change after an assessment has been completed.

Disclosure and consent

Where B&R identifies an actual, potential or perceived conflict, it may disclose the relevant circumstances to the affected party or parties to the extent that disclosure is lawful, proportionate and consistent with confidentiality obligations.

Where appropriate, B&R may seek informed consent to proceed. Consent may be subject to conditions, limitations, information barriers, restricted access, separate personnel, revised scope or other safeguards.

B&R shall not disclose one party’s confidential information to another merely because a conflict has arisen or consent has been requested.

Declining or limiting work

B&R may decline an enquiry, engagement, introduction or opportunity where the conflict cannot be managed adequately, consent cannot properly be obtained, confidentiality cannot be protected, independence or judgement may reasonably be compromised, the proposed activity would create unacceptable legal, regulatory, commercial or reputational risk, or the arrangement would be inconsistent with B&R’s professional standards.

B&R may also suspend, limit or terminate work where a conflict arises or becomes apparent after an engagement has begun.

Commercial independence

B&R may receive fees, commissions, retainers or other lawful remuneration where these have been agreed or properly disclosed.

B&R shall not knowingly accept an undisclosed financial benefit intended to influence professional judgement, the treatment of a client or partner, the selection of a creator or supplier, or the presentation of a commercial opportunity.

The existence of a commercial relationship does not mean that B&R guarantees a result, endorses a party or considers a particular opportunity suitable in every circumstance.

No entitlement to access

No client, creator, partner, supplier or other person has an automatic entitlement to an introduction, opportunity, recommendation or commercial relationship as a result of contacting or engaging B&R.

Any access or opportunity remains subject to suitability, timing, availability, consent, commercial terms, reputation, audience alignment and the independent decision of the relevant parties.

Ongoing duty to disclose

Clients, creators, partners, suppliers and advisers should promptly disclose circumstances that may create an actual, potential or perceived conflict.

B&R may request information reasonably necessary to assess a conflict. Failure to provide relevant information may result in an engagement or opportunity being declined, suspended or terminated.