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Director Fee Agreement
"I need a Director Fee Agreement for appointing a new independent non-executive director to our Hong Kong private technology company, with standard quarterly fees of HKD 200,000 and additional committee fees, starting March 1, 2025."
1. Parties: Identification of the company and the director entering into the agreement
2. Background: Context of the appointment and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Confirmation of director appointment and duration of the agreement
5. Director Fees: Core fee structure, amount, and payment frequency
6. Payment Terms: Details of payment method, timing, and any conditions for payment
7. Duties and Responsibilities: Overview of director's core duties and responsibilities
8. Time Commitment: Expected time dedication to director duties
9. Expenses: Policy on reimbursement of expenses incurred in performing duties
10. Taxes and Deductions: Treatment of tax obligations and any statutory deductions
11. Termination: Circumstances and process for termination of the agreement
12. Confidentiality: Obligations regarding confidential information
13. Governing Law: Specification of Hong Kong law as governing law
14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Additional Benefits: Details of any additional benefits beyond basic fees, used when offering equity, bonus schemes, or other incentives
2. Committee Participation: Additional fees and responsibilities for board committee participation, included when the director serves on specific committees
3. Insurance and Indemnification: Details of D&O insurance coverage and indemnification provisions, particularly important for listed companies
4. Non-Competition: Restrictions on competing activities, included when the director has significant market influence or industry expertise
5. Additional Services: Terms for any consulting or additional services beyond standard director duties, used when director provides extra services
6. Performance Criteria: Specific performance metrics affecting compensation, included when fees are partially performance-based
7. Corporate Governance Compliance: Specific obligations under corporate governance codes, mandatory for listed companies
1. Fee Schedule: Detailed breakdown of all compensation components including basic fees, meeting fees, and any additional allowances
2. Director Duties: Comprehensive list of specific duties and responsibilities
3. Board and Committee Meeting Schedule: Expected meeting attendance requirements and schedule
4. Expense Policy: Detailed policy on allowable expenses and reimbursement procedures
5. Performance Metrics: Detailed description of any performance-based compensation criteria and calculation methods
6. Company Policies: Relevant company policies affecting director duties and conduct
Authors
Financial Services
Technology
Manufacturing
Retail
Healthcare
Real Estate
Professional Services
Energy
Transportation
Telecommunications
Education
Construction
Mining
Media and Entertainment
Hospitality
Legal
Corporate Secretariat
Human Resources
Finance
Compliance
Board Affairs
Corporate Governance
Executive Office
Director
Independent Non-Executive Director
Executive Director
Board Chairman
Company Secretary
Chief Legal Officer
General Counsel
Head of Corporate Governance
Chief Financial Officer
HR Director
Corporate Secretary
Compliance Officer
Board Committee Chairman
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