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Non Executive Director Agreement
"I need a Non Executive Director Agreement for our Hong Kong listed technology company, appointing Dr. Sarah Chen as an Independent NED from March 1, 2025, with specific responsibilities for chairing our Audit Committee and ESG Committee."
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
Authors
Financial Services
Banking
Insurance
Technology
Manufacturing
Real Estate
Healthcare
Retail
Professional Services
Telecommunications
Energy
Mining
Transportation
Education
Media and Entertainment
Legal
Company Secretarial
Corporate Governance
Board of Directors
Executive Management
Compliance
Human Resources
Corporate Affairs
Non-Executive Director
Independent Non-Executive Director
Board Chairman
Company Secretary
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Governance Officer
Board Committee Chairman
Compliance Officer
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