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Director Fee Agreement Template for Hong Kong

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Key Requirements PROMPT example:

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."

Document background
The Director Fee Agreement is a crucial document used to formalize the compensation arrangement between a company and its board members in Hong Kong. It is typically implemented upon the appointment of a new director or when updating existing director compensation arrangements. The agreement must comply with Hong Kong's Companies Ordinance (Cap. 622) and other relevant regulations, including specific requirements for listed companies under the Securities and Futures Ordinance and HKEX Listing Rules where applicable. This document serves multiple purposes: it provides clear documentation of the agreed compensation terms, ensures transparency in director remuneration, facilitates proper corporate governance, and helps demonstrate compliance with regulatory requirements regarding director compensation disclosure and approval processes.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses































Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Professional Services

Energy

Transportation

Telecommunications

Education

Construction

Mining

Media and Entertainment

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Human Resources

Finance

Compliance

Board Affairs

Corporate Governance

Executive Office

Relevant Roles

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

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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