The Non Executive Director Agreement is a crucial document used when appointing independent board members to enhance corporate governance and oversight. This agreement, governed by Hong Kong law, is essential for both listed and private companies seeking to formalize the appointment of Non-Executive Directors and ensure compliance with the Hong Kong Companies Ordinance, Corporate Governance Code, and other relevant regulations. The document typically includes comprehensive provisions covering appointment terms, duties, independence requirements, remuneration, and various compliance obligations. It's particularly important in the Hong Kong business environment where corporate governance standards are increasingly scrutinized and where independent board oversight is viewed as a key element of good corporate practice. The agreement helps protect both the company and the director by clearly defining their respective rights, obligations, and expectations.
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1. Parties: Identification of the company and the non-executive director
2. Background: Brief context of the appointment and company status
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Details of the appointment, effective date, and initial term
5. Role and Duties: General duties as a non-executive director including statutory obligations
6. Time Commitment: Expected time commitment, meeting attendance, and availability requirements
7. Independence: Confirmation of independence status and ongoing requirements
8. Fees and Expenses: Compensation structure, payment terms, and expense reimbursement policy
9. Confidentiality: Obligations regarding confidential information and company secrets
10. Conflicts of Interest: Procedures for declaring and handling conflicts of interest
11. Company Policies: Compliance with company policies, codes of conduct, and share dealing codes
12. Termination: Circumstances and procedures for termination of the appointment
13. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Committee Appointments: Include when the NED will serve on specific board committees
2. Share Qualification: Include for listed companies requiring directors to hold shares
3. Insurance and Indemnity: Include detailed D&O insurance provisions if not covered in general policies
4. Additional Roles: Include if NED has specific additional responsibilities beyond standard duties
5. Professional Development: Include if company provides specific training or development programs
6. External Commitments: Include if there are specific restrictions or declarations needed regarding other appointments
7. Performance Review: Include if there are specific performance evaluation procedures
1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities
2. Schedule 2 - Fee Structure: Detailed breakdown of fees, including committee fees if applicable
3. Schedule 3 - Company Policies: List of relevant company policies and codes
4. Schedule 4 - Committee Terms of Reference: Terms of reference for relevant board committees
5. Appendix A - Declaration of Independence: Form for independence declaration as required by regulations
6. Appendix B - Consent to Act: Formal consent to act as director as required by Companies Ordinance
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