### Companies Ordinance 《公司條例》

534. Company must not agree to director’s long-term employment
(1) Without the prescribed approval of its members, a company must not agree to any provision under which the guaranteed term of the employment of a director of the company with the company exceeds or may exceed 3 years.
(2) In this section—
employment (僱用) means any employment under a director’s service contract.
(3) In this section, a reference to the guaranteed term of a director’s employment is—
(a) a reference to the period (if any) during which the employment—
(i) is to continue, or may be continued, otherwise than at the instance of the company (whether under the original contract or under a new contract entered into pursuant to it); and
(ii) cannot be terminated by the company by notice, or can be so terminated only in specified circumstances;
(b) in the case of employment terminable by the company by notice, a reference to the period of notice required to be given; or
(c) in the case of employment having a period within paragraph (a) and a period within paragraph (b), a reference to the aggregate of those periods.
(4) For the purposes of this section, if, more than 6 months before the end of the guaranteed term of a director’s employment, the company enters into a further service contract otherwise than pursuant to a right given, by or under the original contract, to the other party to it, the guaranteed term of the employment under the further contract is to be regarded as including the unexpired period of the guaranteed term of the employment under the original contract.
(5) For the purposes of subsection (4), it is irrelevant whether the original contract is entered into before, on or after the commencement date# of this Division.
Editorial Note:
# Commencement date: 3 March 2014.

535. Civil consequences of contravention of section 534
If a company agrees to a provision in contravention of section 534—
(a) the provision is void to the extent of the contravention; and
(b) the contract is to be regarded as containing a term entitling the company to terminate it at any time by giving reasonable notice.

### Companies Ordinance 《公司條例》

536. Director must declare material interests
(1) If a director of a company 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 sections 537, 538 and 539.
(2) If an entity connected with a director of a public company 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 connected entity’s interest is material, the director must declare the nature and extent of the connected entity’s interest to the other directors in accordance with sections 537, 538 and 539.
(3) If a declaration made under subsection (1) or (2) proves to be, or becomes, inaccurate or incomplete, the director must make a further declaration in accordance with sections 537, 538 and 539.
(4) This section does not require a director to declare an interest—
(a) if the director is not aware of the interest or the transaction, arrangement or contract in question; or
(b) if, or to the extent that, the interest concerns the terms of the director’s service contract that have been or are to be considered by—
(i) a meeting of the directors; or
(ii) a committee of the directors appointed for the purpose under the company’s articles.
(5) For the purposes of subsection (4)(a), a director is to be regarded as being aware of matters of which the director ought reasonably to be aware.
(6) This section does not affect the operation of any other Ordinance or rule of law restricting a director of a company from having any interest in a transaction, arrangement or contract with the company.

537. Declaration to directors: timing
(1) A declaration of interest under section 536 in a transaction, arrangement or contract that has been entered into must be made as soon as reasonably practicable.
(2) A declaration of interest under section 536 in a proposed transaction, arrangement or contract must be made before the company enters into the transaction, arrangement or contract.
(3) Failure to comply with subsection (1) or (2) does not affect the underlying duty to make the declaration.

### Companies Ordinance 《公司條例》

538. Declaration to directors: procedures
(1) A declaration to directors under section 536 must be—
(a) made at a directors’ meeting;
(b) made by notice in writing and sent by the director to the other directors; or
(c) made by general notice by the director.
(2) A notice for the purposes of subsection (1)(b)—
(a) must be sent—
(i) in hard copy form; or
(ii) if the recipient has agreed to receive it in electronic form, in the electronic form so agreed; and
(b) must be sent—
(i) by hand or by post; or
(ii) if the recipient has agreed to receive it by electronic means, by the electronic means so agreed.
(3) If a declaration to directors under section 536 is made by notice in writing—
(a) the making of the declaration is to be regarded as forming part of the proceedings at the next directors’ meeting after the notice is given; and
(b) section 481 applies as if the declaration had been made at that meeting.
(4) A general notice by a director for the purposes of subsection (1)(c) is a notice to the effect that—
(a) the director—
(i) has an interest (as member, officer, employee or otherwise) in a body corporate or firm specified in the notice; and
(ii) is to be regarded as interested in any transaction, arrangement or contract that may, after the effective date of the notice, be entered into with the specified body corporate or firm; or
(b) the director—
(i) is connected with a person specified in the notice (other than a body corporate or firm); and
(ii) is to be regarded as interested in any transaction, arrangement or contract that may, after the effective date of the notice, be entered into with the specified person.
(5) A general notice must state—
(a) the nature and extent of the director’s interest in the specified body corporate or firm; or
(b) the nature of the director’s connection with the specified person.
(6) A general notice must be given—
(a) at a directors’ meeting; or
(b) in writing and sent to the company.

Note—See also section 541 which requires a company receiving a general notice to send the general notice to other directors.(7) A general notice given under subsection (6)(a) takes effect on the date of the directors’ meeting.
(8) A general notice given under subsection (6)(b) takes effect on the twenty-first day after the day on which it is sent to the company.