The Agreement Between Directors Of A Company is a fundamental governance document used when establishing or formalizing the relationship between board members of a Hong Kong company. It becomes particularly important when companies are scaling up, implementing professional governance structures, or when new directors join the board. The agreement ensures compliance with the Hong Kong Companies Ordinance (Cap. 622) and local corporate governance requirements while providing clear guidelines on directors' duties, decision-making processes, and conflict resolution mechanisms. This document is essential for protecting both the company's and directors' interests, establishing clear lines of authority, and maintaining effective board dynamics. It typically includes provisions for confidentiality, conflicts of interest, remuneration, and termination procedures, adapting to specific company needs while maintaining regulatory compliance.
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1. Parties: Identification of all directors entering into the agreement, including their full names, addresses, and roles
2. Background: Context of the agreement, including company details and purpose of the arrangement
3. Definitions: Key terms used throughout the agreement
4. Term and Appointment: Duration of the agreement and conditions of directorship
5. Duties and Responsibilities: Core duties of directors under Hong Kong law and specific to the company
6. Board Meetings and Decision Making: Procedures for board meetings, voting rights, and decision-making processes
7. Confidentiality: Obligations regarding company information and trade secrets
8. Conflicts of Interest: Procedures for declaring and handling conflicts of interest
9. Remuneration: Directors' fees, benefits, and payment terms
10. Termination: Circumstances and procedures for terminating the agreement
11. General Provisions: Standard clauses including governing law, notices, and entire agreement
1. Non-Competition and Non-Solicitation: Restrictions on competing activities and soliciting employees/clients, particularly relevant for executive directors
2. Intellectual Property: IP rights and obligations, especially important for technical or creative industries
3. Insurance and Indemnification: Directors' and Officers' insurance coverage and indemnification provisions
4. Share Ownership: Terms relating to share ownership if directors are also shareholders
5. Executive Duties: Additional responsibilities if any director holds executive positions
6. Performance Metrics: Specific performance targets and evaluation criteria for executive directors
7. Succession Planning: Procedures for identifying and training successor directors
1. Schedule 1: Remuneration Details: Detailed breakdown of compensation packages, including fees, bonuses, and benefits
2. Schedule 2: Company Information: Key company details, registration information, and corporate structure
3. Schedule 3: Board Reserved Matters: List of decisions requiring full board approval
4. Schedule 4: Conflict Resolution Procedures: Detailed procedures for resolving disputes between directors
5. Appendix A: Code of Conduct: Detailed behavioral expectations and ethical guidelines for directors
6. Appendix B: Meeting Procedures: Detailed procedures for board and committee meetings
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