Agreement Between Directors Of A Company

Agreement Between Directors Of A Company Template for Hong Kong

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Key Requirements PROMPT example:

I need an Agreement Between Directors of a Company for our Hong Kong fintech startup, focusing on protecting intellectual property rights and establishing clear protocols for handling cryptocurrency assets, planned to be effective from March 2025.

Document background

The Agreement Between Directors Of A Company is a fundamental governance document used when establishing or formalizing the relationship between board members of a Hong Kong company. It becomes particularly important when companies are scaling up, implementing professional governance structures, or when new directors join the board. The agreement ensures compliance with the Hong Kong Companies Ordinance (Cap. 622) and local corporate governance requirements while providing clear guidelines on directors' duties, decision-making processes, and conflict resolution mechanisms. This document is essential for protecting both the company's and directors' interests, establishing clear lines of authority, and maintaining effective board dynamics. It typically includes provisions for confidentiality, conflicts of interest, remuneration, and termination procedures, adapting to specific company needs while maintaining regulatory compliance.

Suggested Sections

1. Parties: Identification of all directors entering into the agreement, including their full names, addresses, and roles

2. Background: Context of the agreement, including company details and purpose of the arrangement

3. Definitions: Key terms used throughout the agreement

4. Term and Appointment: Duration of the agreement and conditions of directorship

5. Duties and Responsibilities: Core duties of directors under Hong Kong law and specific to the company

6. Board Meetings and Decision Making: Procedures for board meetings, voting rights, and decision-making processes

7. Confidentiality: Obligations regarding company information and trade secrets

8. Conflicts of Interest: Procedures for declaring and handling conflicts of interest

9. Remuneration: Directors' fees, benefits, and payment terms

10. Termination: Circumstances and procedures for terminating the agreement

11. General Provisions: Standard clauses including governing law, notices, and entire agreement

Optional Sections

1. Non-Competition and Non-Solicitation: Restrictions on competing activities and soliciting employees/clients, particularly relevant for executive directors

2. Intellectual Property: IP rights and obligations, especially important for technical or creative industries

3. Insurance and Indemnification: Directors' and Officers' insurance coverage and indemnification provisions

4. Share Ownership: Terms relating to share ownership if directors are also shareholders

5. Executive Duties: Additional responsibilities if any director holds executive positions

6. Performance Metrics: Specific performance targets and evaluation criteria for executive directors

7. Succession Planning: Procedures for identifying and training successor directors

Suggested Schedules

1. Schedule 1: Remuneration Details: Detailed breakdown of compensation packages, including fees, bonuses, and benefits

2. Schedule 2: Company Information: Key company details, registration information, and corporate structure

3. Schedule 3: Board Reserved Matters: List of decisions requiring full board approval

4. Schedule 4: Conflict Resolution Procedures: Detailed procedures for resolving disputes between directors

5. Appendix A: Code of Conduct: Detailed behavioral expectations and ethical guidelines for directors

6. Appendix B: Meeting Procedures: Detailed procedures for board and committee meetings

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Transportation and Logistics

Energy

Telecommunications

Education

Construction

Media and Entertainment

Hospitality

Relevant Teams

Board of Directors

Corporate Secretariat

Legal

Compliance

Corporate Governance

Executive Management

Risk Management

Internal Audit

Corporate Affairs

Relevant Roles

Board Chairman

Chief Executive Officer

Executive Director

Non-Executive Director

Independent Non-Executive Director

Company Secretary

Chief Financial Officer

Chief Operating Officer

General Counsel

Corporate Governance Officer

Board Committee Chairs

Managing Director

Compliance Officer

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