HSBC 2004 Annual Report Download - page 227

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certain competitive entities that are actively
engaged in the consumer lending business
(including mortgage and credit card lending).
Sir John Bond, who is to stand for re-election
at the forthcoming Annual General Meeting, is
employed on a rolling contract dated 14 July 1994
which requires 12 months’ notice to be given by
either party.
W R P Dalton, who retired as a Director on
28 May 2004, was employed on a rolling contract
dated 5 January 1998 that required 12 months’
notice to be given by either party.
D G Eldon is employed on a rolling contract
dated 1 January 1968 which requires three months’
notice to be given by either party. D G Eldon will
retire as a Director at the conclusion of the
forthcoming Annual General Meeting.
D J Flint, who is to stand for re-election at the
forthcoming Annual General Meeting, is employed
on a rolling contract dated 29 September 1995
which requires 12 months’ notice to be given by the
Company and nine months’ notice to be given by
Mr Flint.
M F Geoghegan is employed on a rolling
contract dated 25 May 2004 which requires
12 months’ notice to be given by either party.
S K Green is employed on a rolling contract
dated 9 March 1998 which requires 12 months’
notice to be given by either party.
A W Jebson is employed on a rolling contract
dated 14 January 2000 which requires 12 months’
notice to be given by either party.
Members of Senior Management are employed
on service contracts which generally provide for a
term of service expiring at the end of a period of up
to two years, or the individual’s sixtieth birthday,
whichever is earlier.
Non-executive Directors are appointed for
fixed terms not exceeding three years, subject to
their re-election by shareholders at subsequent
Annual General Meetings. Non-executive Directors
have no service contract and are not eligible to
participate in HSBC’ s share plans. Non-executive
Directors’ terms of appointment will expire as
follows: in 2006, Baroness Dunn, Sir John Kemp-
Welch, S W Newton, H Sohmen, C S Taylor and
Sir Brian Williamson; in 2007, Lord Butler, R K F
Ch’ ien, R A Fairhead, W K L Fung, S Hintze, Sir
Brian Moffat and Sir Mark Moody-Stuart; and
(assuming re-election at the 2005 Annual General
Meeting) in 2008, J D Coombe and J W J Hughes-
Hallett.
Other directorships
Executive Directors, if so authorised by either the
Nomination Committee or the Board, may accept
appointments as non-executive Directors of
suitable companies which are not part of HSBC.
Approval will not be given for executive Directors
to accept a non-executive directorship of more than
one FTSE 100 company. When considering a non-
executive appointment, the Nomination Committee
or Board will take into account the expected time
commitment of such appointment. The time
commitment for executive Directors’ external
appointments will be reviewed as part of the annual
Board review. Any remuneration receivable in
respect of an external appointment is normally paid
to the HSBC company by which the executive
Director is employed, unless otherwise approved
by the Remuneration
Committee.
Sir John Bond retains his fees as a non-
executive director of the Ford Motor Company,
which are provided partly in the form of restricted
shares, which become unrestricted over a period of
five years. During 2004 the fees received were
US$82,500 in cash and US$77,500 deferred into
Ford common stock units. In addition, Ford
provides US$200,000 of life assurance and
US$500,000 of accidental death or dismemberment
insurance. The life assurance can be continued after
retirement from the Board or Sir John Bond could
elect to have it reduced to US$100,000 and receive
US$15,000 a year for life. The accidental death or
dismemberment insurance ends upon retirement
from the Board.
W F Aldinger retains his fees as a non-
executive director of Illinois Tool Works, Inc. and
as a non-executive director of AT&T Corp. During
2004 the fee received from Illinois Tool Works, Inc.
was US$67,000 in the form of deferred stock and
the fee received from AT&T Corp. was US$84,500
in cash and US$7,785 in cash instead of dividend
due on deferred shares. In addition, AT&T Corp.
provide travel accident insurance when on AT&T
Corp. company business and US$100,000 of life
assurance.