Directors’ Duties in Hong Kong

>> Board Requirements in Hong Kong

Appointment of directors

Director appointments are made through a shareholder resolution.  There are no specific rules relating to the length of a director’s mandate so they may be appointed for a period specified by the company.

In accordance with the Model Article under Chapter 622H, adopted by the company  directors, they also have the power to appoint any person to be a director to either fill a casual vacancy or as an additional director.  However, such appointments cannot be made without the consent of a majority of the directors and the director appointed must retire from office at the next AGM following the appointment.

Board Meetings & Composition Requirements

There is no specific requirement on how frequent the directors meet.  However, directors are expected to hold meetings as and when necessary for the appropriate discharge of their duties, depending upon the circumstances of the company.

Please note, there is an implied minimum of one (1) board meeting per year as the directors must meet in order to handle the approval of the annual accounts.

In accordance with Hong Kong legislation, at least one (1) director has to be a natural person.  Further, normally the board would elect a chairman and a deputy chairman who should be appointed from among the current directors.

Please note there are no qualification requirements for directors.

Signatory Rights / Powers of Directors

As determined by the company’s constitutional documents i.e. Articles of Association.

Conflicts

In accordance with Hong Kong legislation, if a director is in any way directly or indirectly interested in a transaction arrangement or contract, or a proposed transaction, arrangement or contract, with the company that is significant in relation to the company’s business, and the director’s interest is material, the director must declare the nature and extent of the director’s interest to the other directors.

In accordance with the Model Article under  Chapter 622H adopted by the company, a director must neither vote in respect of the transaction, arrangement or contract in which the director is  interested, nor be counted for quorum purposes in respect of the transactions, arrangement or contract.


Latest version updated 22nd March 2018

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