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A Director Agreement sets out the key terms and duties when someone joins a company's board in Hong Kong. It covers essential matters like the director's role, compensation, confidentiality obligations, and their responsibilities under the Companies Ordinance.

This binding contract protects both the company and the director by clearly spelling out expectations, including board meeting attendance, conflict of interest rules, and the process for stepping down. Most Hong Kong companies use these agreements to ensure good corporate governance and comply with listing rules, especially for independent non-executive directors who play crucial oversight roles.

Use a Director Agreement when appointing new board members, especially independent non-executive directors for Hong Kong listed companies. This document becomes essential during major company transitions, like IPOs or restructuring, when clear governance roles must be established.

The agreement proves particularly valuable when bringing in directors with specialized expertise or when expanding operations into new markets. Having it in place before conflicts arise helps prevent disputes about duties, compensation, or confidentiality obligations. For startups seeking investment, these agreements demonstrate professional governance to potential investors and regulatory bodies.

• Nominee Director Agreement: Used for directors who represent specific shareholders or interests, outlining their special duties and reporting obligations.
• Managing Director Contract Of Employment: Combines executive employment terms with director duties for senior leadership roles.
• Director Employment Contract: Standard agreement for full-time executive directors, covering both board responsibilities and day-to-day management duties.

• Company Boards and Shareholders: Approve and implement Director Agreements to protect company interests and ensure clear governance standards.
• Corporate Lawyers: Draft and customize agreements to comply with Hong Kong company law and listing requirements.
• Independent Directors: Review and sign these agreements before joining boards, particularly in listed companies.
• Company Secretaries: Maintain and update agreements, ensure compliance with filing requirements, and coordinate execution.
• Executive Directors: Sign enhanced agreements that combine board duties with management responsibilities.

• Director Details: Gather full legal name, residential address, professional qualifications, and any existing directorships.
• Role Specifics: Define exact position, term length, meeting attendance requirements, and committee responsibilities.
• Compensation Package: Document fees, benefits, expense policies, and any performance-based incentives.
• Company Information: Compile company registration details, board structure, and relevant internal policies.
• Legal Requirements: Our platform ensures compliance with Hong Kong Companies Ordinance and listing rules while generating your customized agreement.

• Appointment Terms: Specify role title, appointment date, and duration of service on the board.
• Duties and Powers: Detail board responsibilities, committee roles, and decision-making authority.
• Compliance Obligations: Reference Hong Kong Companies Ordinance requirements and listing rules.
• Confidentiality Terms: Define handling of sensitive information during and after directorship.
• Remuneration Structure: Outline fees, benefits, and expense reimbursement policies.
• Termination Provisions: Include resignation procedures and circumstances for removal.

A Director Agreement is often confused with a Director Services Agreement, but they serve distinct purposes in Hong Kong's corporate landscape. While both involve director relationships, their scope and application differ significantly.

• Core Purpose: Director Agreements establish board membership and governance duties, while Director Services Agreements focus on specific professional services beyond basic board responsibilities.
• Legal Framework: Director Agreements align with Companies Ordinance requirements for board appointments, whereas Director Services Agreements follow contract law principles for service provision.
• Compensation Structure: Director Agreements typically include standard board fees and benefits, while Director Services Agreements detail project-based or consulting fees.
• Duration and Termination: Director Agreements align with board terms and company constitution, while Director Services Agreements often have specific project timeframes or deliverables.