HSBC 2005 Annual Report Download - page 204

HSBC HOLDINGS PLC
Report of the Directors (continued)
202
C S Taylor resigned as a Director on 14 March
2005, W F Aldinger resigned as a Director on 29
April 2005 and D G Eldon retired as a Director on
27 May 2005. J D Coombe and J W J Hughes-Hallett
were appointed Directors with effect from 1 March
2005.
S M Robertson was appointed a Director with
effect from 3 January 2006. Having been appointed
since the Annual General Meeting in 2005, he will
retire at the forthcoming Annual General Meeting
and offer himself for re-election.
Sir John Bond, A W Jebson and Sir John
Kemp-Welch will retire at the conclusion of the
forthcoming Annual General Meeting and will not
therefore seek re-election.
Baroness Dunn, M F Geoghegan, S K Green,
Sir Mark Moody-Stuart, H Sohmen and Sir Brian
Williamson will retire by rotation at the forthcoming
Annual General Meeting and offer themselves for
re-election.
The Board has undertaken an evaluation of its
performance and that of its committees. This
evaluation covered board composition and
capabilities; dynamics; strategy; corporate
governance; and the performance of individual
Directors. In undertaking this review the Group
Chairman held structured meetings with each
Director using a framework adapted from that
employed in the two previous reviews. The report on
the evaluation 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. The review concluded that the board and
its committees were functioning effectively. The
Group Audit Committee, the Remuneration
Committee, the Nomination Committee and the
Corporate Social Responsibility Committee have
also each undertaken a review of their terms of
reference and their own effectiveness in 2005.
Following the review of the Board, the Group
Chairman has confirmed that the Directors standing
for re-election at the Annual General Meeting
continue to perform effectively and to 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
2005. Sir John Bond, Lord Butler, R K F Ch’ien,
Baroness Dunn, D J Flint, W K L Fung,
M F Geoghegan, S K Green, S Hintze, A W Jebson,
Sir John Kemp-Welch, Sir Brian Moffat, Sir Mark
Moody-Stuart, S W Newton, H Sohmen and
Sir Brian Williamson attended all of the Board
meetings. R A Fairhead attended five of the Board
meetings. W F Aldinger and C S Taylor attended the
two Board meetings held before they ceased to be
Directors. D G Eldon attended all four Board
meetings held before his retirement. J D Coombe
and J W J Hughes-Hallett attended all five of the
Board meetings held following their appointments.
During 2005, the non-executive Directors and
the Group Chairman met three times to discuss
Board performance and succession planning, and the
non-executive Directors met once without the Group
Chairman to discuss his performance.
In addition to the meetings of the principal
Committees referred to below, ten other meetings of
committees of the Board were held during the year
to discharge business delegated by the Board.
All Directors attended the 2005 Annual General
Meeting.
The Board regularly reviews reports on progress
against financial objectives, on business
developments and on investor issues and external
relations and receives reports from the Chairmen of
Board Committees, the Group Chief Executive and
the Chief Operating Officer. The Board also receives
regular reports and presentations on strategy and
developments in the customer groups and principal
geographical areas. Regular reports are also provided
to the Board, the Group Audit Committee and the
Group Management Board on credit exposures and
the loan portfolio, asset and liability management,
liquidity, litigation and compliance and reputational
issues. The agenda and supporting papers are
distributed in advance of all Board and Committee
meetings to allow time for appropriate review and to
facilitate full discussion at the meetings.
The Directors have free and open contact with
management at all levels. Group Managing Directors
and Group General Managers meet informally with
Directors after Board meetings. Board offsite visits
are made each year to enable Directors to see at first
hand subsidiary company operations at their
operating environments and to meet local
management, employees and customers. In 2005 the
Board visited Bermuda, India and the HSBC
Management Training College in Hertfordshire,
United Kingdom.
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. In April 2005, the Board held