Director Services Agreement Generator for Hong Kong

A Director Services Agreement spells out the relationship between a company and its director, setting clear terms for their appointment, duties, and compensation. In Hong Kong, these agreements are especially important for listed companies and regulated entities, helping them comply with the Companies Ordinance and corporate governance requirements.

The agreement typically covers key aspects like board meeting attendance, strategic planning responsibilities, confidentiality obligations, and remuneration packages. It also includes provisions for termination, conflict resolution, and any restrictions on the director's outside activities - essential protections for both the company and the director under Hong Kong law.

Use a Director Services Agreement when bringing new directors onto your Hong Kong company's board, especially for listed companies or regulated financial institutions. This agreement becomes crucial during leadership transitions, mergers, or when restructuring your board composition to meet regulatory requirements.

The timing is particularly important when appointing independent non-executive directors, establishing specialized board committees, or setting up governance structures for IPO preparation. Many companies implement these agreements during annual board reviews, when updating compensation packages, or when clarifying directors' roles in response to changing business needs or regulatory updates.

• Executive Director Agreements: Comprehensive contracts for full-time directors handling day-to-day operations, including detailed performance metrics and executive compensation packages
• Non-Executive Director Agreements: Focused on oversight duties, meeting attendance, and committee responsibilities, with more flexible time commitments
• Independent Director Agreements: Enhanced independence requirements and specific provisions for maintaining objectivity in line with Hong Kong listing rules
• Specialized Committee Agreements: Tailored terms for directors serving on audit, remuneration, or nomination committees

• Company Directors: The primary parties bound by the agreement, including executive, non-executive, and independent directors who must fulfill specified duties and responsibilities
• Company Secretary: Often handles the preparation and filing of these agreements, ensuring compliance with Hong Kong company law
• Legal Counsel: Draft and review agreements to ensure they meet regulatory requirements and protect both company and director interests
• Board of Directors: Approve the final terms and conditions of director appointments and related compensation packages
• Corporate Governance Teams: Monitor compliance with agreement terms and maintain documentation for regulatory purposes

• Director Details: Gather full legal name, position type, qualifications, and any existing directorships
• Role Specifics: Define exact duties, committee memberships, time commitments, and performance expectations
• Compensation Package: Document all forms of remuneration, including fees, benefits, and share options
• Company Information: Compile company registration details, board structure, and relevant corporate policies
• Compliance Requirements: Review Hong Kong listing rules and Companies Ordinance requirements for your company type
• Agreement Terms: Specify duration, termination conditions, confidentiality obligations, and indemnification provisions

• Appointment Terms: Clear statement of director role, duration, and board position
• Duties and Powers: Detailed description of responsibilities, authority limits, and performance expectations
• Remuneration: Comprehensive breakdown of fees, benefits, and share-based compensation
• Time Commitment: Specific requirements for board meetings, committee participation, and company affairs
• Confidentiality: Provisions protecting company information during and after directorship
• Termination Clauses: Conditions for ending the agreement, notice periods, and post-termination obligations
• Governing Law: Explicit reference to Hong Kong law and jurisdiction for dispute resolution

A Director Services Agreement differs significantly from a Director Appointment Agreement in several key aspects, though they're often confused. While both deal with director roles, their scope and purpose vary considerably in Hong Kong's corporate landscape.

• Scope and Detail: Director Services Agreements are more comprehensive, covering ongoing duties, performance metrics, and complex compensation structures. Appointment Agreements focus mainly on the formal acceptance of the position and basic terms.
• Duration and Purpose: Services Agreements govern the entire working relationship throughout the directorship, while Appointment Agreements primarily handle the initial appointment process.
• Legal Requirements: Services Agreements include detailed compliance obligations under Hong Kong's Companies Ordinance and listing rules. Appointment Agreements typically contain simpler statutory declarations and acceptance terms.
• Enforceability Focus: Services Agreements emphasize ongoing performance standards and remedies, whereas Appointment Agreements concentrate on eligibility and qualification requirements.