The Deed of Indemnity and Access is a fundamental corporate governance document used in Hong Kong to provide protection to individuals serving as directors or officers of a company. It is typically executed when a director or officer is appointed or as part of a company's standard governance framework. The deed serves two primary purposes: first, it provides indemnification against liabilities incurred in the proper discharge of duties, subject to Hong Kong Companies Ordinance limitations; second, it ensures access to company documents necessary for defending against claims or investigations. This document is particularly crucial in Hong Kong's complex business environment, where directors face increasing scrutiny and regulatory obligations.
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1. Parties: Identifies the company providing the indemnity and the director/officer receiving it
2. Background: Sets out the context, including the director's role and the company's desire to provide protection
3. Definitions and Interpretation: Defines key terms including 'Claims', 'Documents', 'Indemnified Amount', 'Liability', and interpretation rules
4. Indemnity: Core section detailing the scope of indemnification, including covered matters and exclusions
5. Access to Documents: Provisions regarding the director's right to access company documents, including duration and purposes
6. Claims Procedure: Process for making claims under the indemnity, including notification requirements and cooperation obligations
7. Confidentiality: Obligations regarding confidential information accessed under the deed
8. Duration and Termination: Period of coverage and circumstances where the deed may be terminated
9. Notices: How formal notices under the deed must be given
10. General Provisions: Standard boilerplate provisions including governing law, assignment, and severability
11. Execution: Formal execution blocks meeting deed requirements
1. Insurance: Details of D&O insurance arrangements and their interaction with the indemnity - include when insurance is part of the protection package
2. Tax Matters: Specific indemnities for tax-related liabilities - include for directors with tax-sensitive roles
3. Multiple Company Provisions: Provisions dealing with group companies and subsidiaries - include for corporate groups
4. Former Director Provisions: Special provisions for departed directors - include when the director has left or is leaving
5. Advancement of Legal Costs: Provisions for advancing legal costs before claim resolution - include for enhanced protection
6. Specific Risk Coverage: Coverage for specific identified risks or circumstances - include when particular risks need addressing
1. Claim Notice Form: Template form for making claims under the indemnity
2. Access Request Procedure: Detailed procedure for requesting and obtaining access to company documents
3. Covered Positions: List of positions/roles covered by the indemnity, particularly relevant for multiple appointments
4. Group Companies: List of related companies covered by the indemnity provisions
5. Insurance Policies: Details of relevant insurance policies and coverage
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