### Companies Ordinance 《公司條例》

466. Civil consequences of breach of duty to exercise reasonable care, skill and diligence
Without affecting other provisions of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), the consequences of breach (or threatened breach) of the duty specified in section 465(1) are the same as would apply if the common law rules or equitable principles that section 465(1) replaces applied.

467. Interpretation and application
(1) In this Division—
permitted indemnity provision (獲准許的彌償條文), in relation to a company, means a provision that—
(a) provides for indemnity against liability incurred by a director of the company to a third party; and
(b) meets the requirements specified in section 469(2);

third party (第三者), in relation to a company, means a person other than the company or an associated company.
(2) Sections 468, 469 and 470 apply to any provision made on or after the commencement date# of those sections.
(3) Sections 471 and 472 apply to a permitted indemnity provision made on or after the commencement date# of those sections.
(4) Section 473 applies to conduct by a director on or after the commencement date# of that section.
Editorial Note:
# Commencement date: 3 March 2014.

### Companies Ordinance 《公司條例》

468. Avoidance of provisions protecting director from liability
(1) This section applies to a provision contained in a company’s articles, or in a contract entered into by a company, or otherwise.
(2) If a provision purports to exempt a director of the company from any liability that would otherwise attach to the director in connection with any negligence, default, breach of duty or breach of trust in relation to the company, the provision is void.
(3) If, by a provision, the company directly or indirectly provides an indemnity for a director of the company, or a director of an associated company of the company, against any liability attaching to the director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or associated company (as the case may be), the provision is void.
(4) Subsection (3) does not prevent a company from taking out and keeping in force insurance for a director of the company, or a director of an associated company of the company, against—
(a) any liability to any person attaching to the director in connection with any negligence, default, breach of duty or breach of trust (except for fraud) in relation to the company or associated company (as the case may be); or
(b) any liability incurred by the director in defending any proceedings (whether civil or criminal) taken against the director for any negligence, default, breach of duty or breach of trust (including fraud) in relation to the company or associated company (as the case may be).

### Companies Ordinance 《公司條例》

469. Permitted indemnity provision
(1) Section 468(3) does not apply to a provision for indemnity against liability incurred by the director to a third party if the requirements specified in subsection (2) are met in relation to the provision.
(2) The provision must not provide any indemnity against—
(a) any liability of the director to pay—
(i) a fine imposed in criminal proceedings; or
(ii) a sum payable by way of a penalty in respect of non-compliance with any requirement of a regulatory nature; or
(b) any liability incurred by the director—
(i) in defending criminal proceedings in which the director is convicted;
(ii) in defending civil proceedings brought by the company, or an associated company of the company, in which judgment is given against the director;
(iii) in defending civil proceedings brought on behalf of the company by a member of the company or of an associated company of the company, in which judgment is given against the director;
(iv) in defending civil proceedings brought on behalf of an associated company of the company by a member of the associated company or by a member of an associated company of the associated company, in which judgment is given against the director; or
(v) in connection with an application for relief under section 358 of the predecessor Ordinance or section 903 or 904 in which the Court refuses to grant the director relief.
(3) A reference in subsection (2)(b) to a conviction, judgment or refusal of relief is to the final decision in the proceedings.
(4) For the purposes of subsection (3), a conviction, judgment or refusal of relief—
(a) if not appealed against, becomes final at the end of the period for bringing an appeal; or
(b) if appealed against, becomes final when the appeal, or any further appeal, is disposed of.
(5) For the purposes of subsection (4)(b), an appeal is disposed of if—
(a) it is determined, and the period for bringing any further appeal has ended; or
(b) it is abandoned or otherwise ceases to have effect.

### Companies Ordinance 《公司條例》

470. Permitted indemnity provision to be disclosed in directors’ report
(1) If, when a directors’ report prepared by the directors of a company is approved in accordance with section 391, a permitted indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company, the report must state that the provision is in force.
(2) If, at any time during the financial year to which a directors’ report prepared by the directors of a company relates, a permitted indemnity provision (whether made by the company or otherwise) was in force for the benefit of one or more persons who were then directors of the company, the report must state that the provision was in force.
(3) If, when a directors’ report prepared by the directors of a company is approved in accordance with section 391, a permitted indemnity provision made by the company is in force for the benefit of one or more directors of an associated company of the company, the report must state that the provision is in force.
(4) If, at any time during the financial year to which a directors’ report prepared by the directors of a company relates, a permitted indemnity provision made by the company was in force for the benefit of one or more persons who were then directors of an associated company of the company, the report must state that the provision was in force.
(5) In this section—
directors’ report (董事報告) means—
(a) the report required to be prepared under section 388(1); or
(b) the consolidated report required to be prepared under section 388(2).