HSBC 2002 Annual Report Download - page 164

HSBC HOLDINGS PLC
Report of the Directors (continued)
162
The Directors who served during the year were
Sir John Bond, Baroness Dunn, Sir Brian Moffat,
Sir Keith Whitson, Lord Butler, R K F Ch’ ien, C F
W de Croisset, W R P Dalton, D G Eldon, D J
Flint, W K L Fung, S K Green, S Hintze, A W
Jebson, Sir John Kemp-Welch, Lord Marshall, Sir
Mark Moody-Stuart, M Murofushi, S W Newton,
C E Reichardt, H Sohmen, Sir Adrian Swire, C S
Taylor and Sir Brian Williamson.
M Murofushi, C E Reichardt and Sir Adrian
Swire retired on 31 May 2002.
S W Newton, C S Taylor and Sir Brian
Williamson were appointed Directors on 27
September 2002. Having been appointed since the
last Annual General Meeting, they will retire at the
forthcoming Annual General Meeting and offer
themselves for election.
On 14 November 2002 it was announced that
W F Aldinger will be invited to join the Board
subject to the completion of the acquisition of
Household.
R K F Ch’ ien, S K Green, A W Jebson, Sir
Brian Moffat, H Sohmen and Sir Keith Whitson
will retire by rotation at the forthcoming Annual
General Meeting. With the exception of Sir Keith
Whitson, who is to retire, they will offer
themselves for re-election.
S K Green will succeed Sir Keith Whitson as
Group Chief Executive and A W Jebson will take
up the new position of Group Chief Operating
Officer following the Annual General Meeting.
Brief biographical particulars for each Director
are set out on pages 149 to 151.
None of the Directors had, during the year or
at the end of the year, a material interest, directly
or indirectly, in any contract of significance with
HSBC Holdings or any of its subsidiary
undertakings.
Board Committees
The Board has appointed a number of committees
consisting of certain Directors and Group General
Managers. The following are the principal
committees:
Group Executive Committee
The Group Executive Committee meets regularly
and operates as a general management committee
under the direct authority of the Board. The
members of the Group Executive Committee are
Sir Keith Whitson (Chairman), Sir John Bond, C F
W de Croisset, W R P Dalton, D G Eldon, D J
Flint, S K Green and A W Jebson, all of whom are
executive Directors, and R J Arena, C-H Filippi, A
P Hope, M B McPhee, A Mehta and Y A Nasr, all
of whom are Group General Managers.
Group Audit Committee
The Group Audit Committee meets regularly with
HSBC’ s senior financial, internal audit, legal and
compliance management and the external auditor
to consider HSBC Holdings financial reporting, the
nature and scope of audit reviews and the
effectiveness of the systems of internal control and
compliance. The members of the Group Audit
Committee are Sir Brian Moffat (Chairman), R K F
Ch'ien and Sir John Kemp-Welch, all of whom are
independent non-executive Directors.
Remuneration Committee
The role of the Remuneration Committee and its
membership are set out in the Directors’
Remuneration Report on page 170.
Nomination Committee
The Nomination Committee carries out the process
of nominating candidates to fill vacancies on the
Board of Directors. Nominations are considered by
the Board. All Directors are subject to election by
shareholders at the Annual General Meeting
following their appointment and to re-election at
least every three years. The members of the
Nomination Committee are Baroness Dunn
(Chairman), Lord Butler, H Sohmen and Sir Brian
Moffat.
Corporate Governance
HSBC is committed to high standards of corporate
governance. HSBC Holdings has complied
throughout the year with the best practice
provisions of the Combined Code on corporate
governance appended to the Listing Rules of the
Financial Services Authority and with the
provisions of Appendix 14 to the Rules Governing
the Listing of Securities on The Stock Exchange of
Hong Kong.