HSBC 2003 Annual Report Download - page 203

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of whom the Board has determined 11 are
independent. In reaching its determination of each
non-executive Director’s independence the Board has
concluded that there are no relationships or
circumstances which are likely to affect the
Director’s judgement and any relationships or
circumstances which could appear to do so were
considered not to be material.
The Directors who served during the year were
W F Aldinger, Sir John Bond, Lord Butler, R K F
Ch’ ien, C F W de Croisset, W R P Dalton, Baroness
Dunn, 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 Brian Moffat, Sir Mark Moody-
Stuart, S W Newton, H Sohmen, C S Taylor, Sir
Keith Whitson and Sir Brian Williamson.
W F Aldinger was appointed a Director on
25 April 2003. Sir Keith Whitson retired as a
Director on 30 May 2003 and C F W de Croisset
retired as a Director on 27 February 2004.
R A Fairhead and M F Geoghegan were
appointed Directors with effect from 1 March 2004.
Having been appointed since the Annual General
Meeting in 2003, they will retire at the forthcoming
Annual General Meeting and offer themselves for re-
election.
Lord Butler, W R P Dalton, Baroness Dunn, W
K L Fung, S Hintze, Sir John Kemp-Welch, Lord
Marshall, Sir Mark Moody-Stuart and H Sohmen
will retire by rotation at the forthcoming Annual
General Meeting. With the exception of
W R P Dalton and Lord Marshall, who are to retire,
they will offer themselves for re-election.
MWM Consulting was commissioned to
undertake an independent performance evaluation of
the Board and its committees. This evaluation
covered board structure, dynamics, capabilities and
processes; corporate governance; strategic clarity and
alignment; and the performance of individual
Directors, including that of the Group Chairman. The
assessment report of the Board and its committees
has been reviewed by the Board and has been used
by the non-executive Directors, led by
Sir Brian Moffat, in their evaluation of the
performance of the Group Chairman.
Following this review the Group Chairman has
confirmed that the Directors standing for re-election
at the Annual General Meeting continue to perform
effectively and demonstrate commitment to their
roles. It is the intention of the Board of HSBC
Holdings to continue to review its performance and
that of its Directors annually.
Seven regular Board meetings were held during
2003. Sir John Bond, Baroness Dunn, Sir Brian
Moffat, S K Green, A W Jebson, 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 Hintze, Sir John Kemp-Welch, Sir
Mark Moody-Stuart and S W Newton attended all of
the Board meetings. Lord Butler, Lord Marshall, H
Sohmen, C S Taylor and Sir Brian Williamson
attended six of the Board meetings. Sir Keith
Whitson attended all three Board meetings held
before his retirement and W F Aldinger attended all
four Board meetings held following his appointment.
During 2003 the Chairman held three meetings
with the non-executive Directors without other
executives being present and there was one meeting
of the non-executive Directors without the Chairman
being present. In addition an informal meeting of
Directors relating to the acquisition of Household
was held in March 2003.
In addition to the meetings of the principal
committees referred to below, 18 meetings of
committees of the Board were held during the year to
discharge business delegated by the Board.
The Board ensures all Directors, including non-
executive Directors, develop an understanding of the
views of major shareholders through attendance at
analyst meetings following results announcements
and other ad hoc meetings with investors and their
representative bodies. An Investor Day, attended by
executive and non-executive Directors, was held in
November 2003 to launch HSBC’s strategy for 2004
to 2008.
Sir Brian Moffat, Deputy Chairman and senior
independent non-executive Director, is available to
shareholders should they have concerns which contact
through the normal channels of Group Chairman,
Group Chief Executive, Group Finance Director or
other executives has failed to resolve or for which
such contact would be inappropriate . Sir Brian
Moffat may be contacted through the Group Company
Secretary at 8 Canada Square, London E14 5HQ.
The Group Chairman’s principal commitments
outside HSBC are as a non-executive Director of
Ford Motor Company and a member of the Court of
the Bank of England. During 2003 he ceased to be