The Executive Director Agreement is a crucial document used when appointing senior executives who will also serve on the company's board of directors in Hong Kong. It combines elements of both an employment contract and a director's service agreement, ensuring compliance with Hong Kong's Companies Ordinance, Employment Ordinance, and corporate governance requirements. This agreement is essential for establishing clear terms of engagement, protecting company interests, and ensuring proper disclosure and compliance with regulatory obligations. It typically includes comprehensive provisions on remuneration, duties, confidentiality, intellectual property rights, and post-termination restrictions. For listed companies, additional provisions ensure compliance with Hong Kong Stock Exchange listing rules and the Corporate Governance Code.
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Key Requirements PROMPT example:
Executive Director Agreement
"I need an Executive Director Agreement for a Hong Kong listed technology company, incorporating strong IP protection clauses and share option provisions, with the appointment starting March 1, 2025."
1. Parties: Identification of the company and the executive director
2. Background: Context of the appointment and any relevant corporate approvals
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Appointment as executive director, commencement date, and term of appointment
5. Duties and Responsibilities: Detailed description of executive and board duties, time commitment, and reporting lines
6. Director's Warranties and Undertakings: Confirmations regarding qualifications, no conflicts, and ability to perform role
7. Time Commitment and Exclusivity: Expected working hours and restrictions on other appointments/activities
8. Remuneration and Benefits: Base salary, bonuses, equity compensation, and other benefits
9. Expenses: Provisions for reimbursement of business expenses
10. Leave Entitlements: Annual leave, sick leave, and other leave entitlements
11. Confidentiality: Protection of company confidential information
12. Intellectual Property: Ownership and protection of IP created during directorship
13. Protection of Business Interests: Non-compete and non-solicitation provisions
14. Termination: Grounds for termination, notice periods, and consequences
15. Post-Termination Obligations: Ongoing obligations after termination
16. Company Policies: Compliance with company policies and procedures
17. Data Protection: Handling of personal data and privacy compliance
18. Notices: Method and addresses for formal communications
19. General Provisions: Standard boilerplate clauses including governing law, entire agreement, etc.
1. Share Options: Details of any share option schemes - include if equity compensation is part of the package
2. Insurance and Indemnity: D&O insurance and company indemnification - particularly important for listed companies
3. Corporate Governance: Additional governance requirements - essential for listed companies
4. International Travel: Specific provisions for international duties - include if role requires significant travel
5. Change of Control: Provisions dealing with company sale/merger - important for listed or companies likely to be sold
6. Garden Leave: Provisions for placing director on garden leave - include if higher risk of competition
7. Compliance with Listing Rules: Specific obligations under listing rules - mandatory for listed companies
8. Housing and Relocation: Housing allowance and relocation terms - include for expatriate appointments
1. Schedule 1: Duties and Responsibilities: Detailed list of specific duties and responsibilities
2. Schedule 2: Remuneration Package: Detailed breakdown of all compensation elements
3. Schedule 3: Benefits: Detailed description of all benefits and allowances
4. Schedule 4: Share Option Terms: Details of share option scheme terms and conditions
5. Schedule 5: Company Policies: List of key company policies applicable to the role
6. Appendix A: Board Resolution: Copy of board resolution approving the appointment
7. Appendix B: Position Description: Detailed position description and performance expectations
Authors
Relevant legal definitions
Appointment
Board
Business
Business Day
Cause
Change of Control
Companies Ordinance
Company
Competitor
Confidential Information
Corporate Governance Code
Director's Duties
Effective Date
Employment Ordinance
Executive Duties
Garden Leave
Good Reason
Group
Group Company
Hong Kong
Intellectual Property Rights
Listing Rules
Long Term Incentive Plan
Material Breach
Notice Period
Parent Company
Performance Targets
Permitted Business
Personal Data
Prohibited Area
Remuneration Committee
Restricted Business
Restricted Period
Share Option Scheme
Stock Exchange
Subsidiary
Term
Territory
Termination Date
Working Hours
Board
Business
Business Day
Cause
Change of Control
Companies Ordinance
Company
Competitor
Confidential Information
Corporate Governance Code
Director's Duties
Effective Date
Employment Ordinance
Executive Duties
Garden Leave
Good Reason
Group
Group Company
Hong Kong
Intellectual Property Rights
Listing Rules
Long Term Incentive Plan
Material Breach
Notice Period
Parent Company
Performance Targets
Permitted Business
Personal Data
Prohibited Area
Remuneration Committee
Restricted Business
Restricted Period
Share Option Scheme
Stock Exchange
Subsidiary
Term
Territory
Termination Date
Working Hours
Clauses
Appointment
Term
Duties and Responsibilities
Board Position
Corporate Governance
Time Commitment
Exclusivity
Remuneration
Bonuses
Share Options
Benefits
Expenses
Leave Entitlement
Location
Travel
Performance Review
Reporting Lines
Compliance
Regulatory Requirements
Disclosure Obligations
Confidentiality
Intellectual Property
Data Protection
Non-Competition
Non-Solicitation
Non-Poaching
Company Property
Conflicts of Interest
Insurance
Indemnification
Termination
Garden Leave
Summary Dismissal
Post-Termination Obligations
Return of Property
Force Majeure
Severability
Entire Agreement
Variation
Assignment
Notices
Governing Law
Jurisdiction
Waiver
Term
Duties and Responsibilities
Board Position
Corporate Governance
Time Commitment
Exclusivity
Remuneration
Bonuses
Share Options
Benefits
Expenses
Leave Entitlement
Location
Travel
Performance Review
Reporting Lines
Compliance
Regulatory Requirements
Disclosure Obligations
Confidentiality
Intellectual Property
Data Protection
Non-Competition
Non-Solicitation
Non-Poaching
Company Property
Conflicts of Interest
Insurance
Indemnification
Termination
Garden Leave
Summary Dismissal
Post-Termination Obligations
Return of Property
Force Majeure
Severability
Entire Agreement
Variation
Assignment
Notices
Governing Law
Jurisdiction
Waiver
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Professional Services
Energy
Telecommunications
Infrastructure
Consumer Goods
Media and Entertainment
Education
Transportation and Logistics
Relevant Teams
Legal
Human Resources
Company Secretarial
Board of Directors
Executive Committee
Compensation Committee
Nomination Committee
Corporate Governance
Compliance
Finance
Relevant Roles
Chief Executive Officer
Managing Director
Executive Director
Chief Financial Officer
Chief Operating Officer
Chief Technology Officer
Regional Director
Division President
Executive Vice President
Country Manager
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