Independent Director Agreement Template for Hong Kong

The Independent Director Agreement is a crucial document used when appointing independent non-executive directors to a company's board in Hong Kong. It is particularly important for listed companies that must comply with HKEX Listing Rules requiring a minimum number of independent directors. The agreement comprehensively addresses the appointment terms, independence criteria, duties, responsibilities, remuneration, and compliance requirements under Hong Kong law. It serves multiple purposes: ensuring clear understanding between parties, demonstrating compliance with regulatory requirements, protecting both the company's and director's interests, and establishing a framework for corporate governance. The document is essential for companies seeking to maintain good corporate governance practices and meet regulatory obligations under Hong Kong's legal framework.

1. Parties: Identification of the company and the independent director

2. Background: Context of the appointment and company's desire to appoint the individual as an independent director

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment, duration, and renewal provisions

5. Independence Confirmation: Director's confirmation of meeting independence criteria under relevant regulations

6. Duties and Responsibilities: Detailed description of the director's role, including statutory duties and specific responsibilities

7. Time Commitment: Expected time commitment for board meetings, committee meetings, and other duties

8. Remuneration: Details of fees, allowances, and reimbursement of expenses

9. Confidentiality: Obligations regarding confidential information and company secrets

10. Compliance with Laws and Policies: Obligation to comply with relevant laws, regulations, and company policies

11. Termination: Circumstances and procedures for termination of the appointment

12. Company's Obligations: Company's commitments regarding information provision and support

13. Insurance and Indemnity: Directors' and Officers' liability insurance and indemnification provisions

14. Notices: Process for giving formal notices under the agreement

15. Governing Law: Specification of Hong Kong law as governing law and jurisdiction