NSW Conflict of Interest as Company Director?

Hello,

I am about to become a director of Company A and a shareholder of Company B with the intention of becoming a director of Company B in the future. Company A is an import/export business of products. Company B is an engineering consultancy firm.

Would it be considered as a conflict of interest as company directors if I am working for Company B and I am in a position to specify products from Company A for a project. Company B would clearly specify the product as "Product X or approved equal and equivalent", opening it up to the competitors "Product Z".

If I (Company B) carry out a due diligence on Product Z and deem it to be not equal and equivalent on a technical basis and cost, does this cover me in terms of transparency? I do not see it as a conflict of interest if I know my Product X is more superior to what is currently for sale on the market.

Your views and comments on this with regards to commercial law would be appreciated.

Is there a way for me to be a silent partner of Company A so I am not visible for a conflict of interest argument?