Board conflict of interest declarations, enforced at the vote
How Mithaq handles a director's conflict of interest: a declaration linked to a meeting or a vote, a refusal at the ballot, and an AI hint when a new vote may touch a declared interest.
How does Mithaq stop a conflicted director from voting?
A declaration linked to a meeting, poll, motion or decision bars the member from voting on it, and the server refuses the ballot with a conflict-of-interest error, including a vote the member tries to cast as a proxy. A declaration written only as a topic, such as a family company, does not bar anyone by itself; for those, Mithaq can ask an AI model whether a new vote concerns that interest and show the secretary a hint.
- A declaration is a record with a scope and a life
- Enforced at the ballot, by the server
- The Jev hint, for interests written as free text
A declaration is a record with a scope and a life
A member, or the secretary on the member's behalf, declares an interest in Arabic, English or both. The declaration can be linked to a specific meeting, poll, motion or decision, it can carry an expiry date, and it can be withdrawn. A withdrawn or expired declaration stops applying, and the record of it stays.
Declarations belong to the board they were made in. Where one organisation runs several boards or committees in Mithaq, a declaration in one board neither bars nor hides anything in another. We built that separation in two places, at the route that accepts a declaration and at the function that enforces it, because either alone left a gap.
Enforced at the ballot, by the server
When a poll is tied to a meeting and a member has an active declaration against that meeting, the member is not counted as a voter, and a vote from that member, or cast as a proxy for or by that member, returns a conflict-of-interest refusal. The rule runs on the server, so it holds whatever screen or app sends the request.
In motions, a member can also choose to recuse. A recusal is recorded against the member's name and is counted in neither the result nor the quorum, which is what a minute taker needs to write the sentence "the member withdrew and did not vote".
The Jev hint, for interests written as free text
Most real declarations are written as a sentence, for example "my brother owns a sports trading company". A sentence bars nothing until someone links it to a vote, and a vote on that company's supply contract could pass without anyone noticing. So when a new poll is created, Mithaq sends each eligible member's active declarations and the poll subject to TypeSafe Jev with one question: does this vote concern this interest?
At a probability of 0.7 or more, the poll carries a hint, the secretary sees an alert, and the open poll card shows "Check for a conflict of interest before voting" with the member and the declared topic. The hint never excludes anyone. Recusal stays the member's decision and the secretary's. On our test set of ten Arabic and English cases, the wording scored conflicts between 0.84 and 0.97 and unrelated votes at 0.50 or below.
Jev is an external service. It runs only where the board already sends its text to a hosted AI provider. A board with AI switched off, or on a model on its own network, never reaches Jev, and the poll opens without hints, exactly as before.
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