HSBC 2007 Annual Report Download - page 297

295
Board of Directors
The Board
The objective of the management structures within
HSBC, headed by the Board of Directors of HSBC
Holdings and led by the Group Chairman, is to
deliver sustainable value to shareholders.
Implementation of the strategy set by the Board is
delegated to the Group Management Board under the
leadership of the Group Chief Executive.
HSBC Holdings has a unitary Board of
Directors. The authority of each Director is exercised
in Board Meetings where the Board acts collectively
as a unit. At 3 March 2008, the Board comprises the
Group Chairman, Group Chief Executive, two other
executive Directors and 14 non-executive Directors.
The names and brief biographical particulars of the
Directors are listed on pages 289 to 292. The Group
Chairman, Group Chief Executive and two other
executive Directors are employees who carry out
executive functions in HSBC in addition to their
duties as Directors. Non-executive Directors are not
HSBC employees and do not participate in the daily
business management of HSBC. Non-executive
Directors bring an external perspective,
constructively challenge and help develop
proposals on strategy, scrutinise the performance of
management in meeting agreed goals and objectives
and monitor the reporting of performance. The non-
executive Directors have a wealth of experience
across a number of industries and business sectors,
including the leadership of large, complex
multinational enterprises. The roles of non-executive
Directors as members of Board committees are set
out on pages 300 to 304. It is estimated that non-
executive Directors spend 24 days per annum on
HSBC business after an induction phase, with
Committee members devoting significant additional
time.
The Board is responsible for managing the
business of HSBC Holdings and, in doing so, may
exercise all of the powers of HSBC Holdings,
subject to any relevant laws and regulations and to
the Memorandum and Articles of Association. In
particular, the Board may exercise all the powers of
the Company to borrow money and to mortgage or
charge all or any part of the undertaking, property or
assets (present and future) of HSBC Holdings and
may also exercise any of the powers conferred on it
by the Companies Act 1985 and Companies Act
2006 (as appropriate) and/or by shareholders. The
Board is able to delegate and confer on certain
Directors holding executive office any of its powers,
authorities and discretions (including the power to
sub-delegate) for such time and on such terms as it
thinks fit. In addition, the Board may establish any
local or divisional boards or agencies for managing
the business of HSBC Holdings in any specified
locality and delegate and confer on any local or
divisional board, manager or agent so appointed any
of its powers, authorities and discretions (including
the power to sub-delegate) for such time and on such
terms as it thinks fit. The Board may also, by power
of attorney or otherwise, appoint any person or
persons to be the agent of HSBC Holdings and may
delegate to any such person or persons any of its
powers, authorities and discretions (including the
power to sub-delegate) for such time and on such
terms as it thinks fit.
The Board sets the strategy for HSBC through
the five-year strategic plan and approves the
operating plans presented by management for the
achievement of the strategic objectives. The
operating plans ensure the efficient disposition of
HSBC’s resources for the achievement of these
objectives. The Board delegates the management
and day-to-day running of HSBC to the Group
Management Board but retains to itself approval of
certain matters including operating plans and
performance targets, procedures for monitoring and
control of operations, the authority or the delegation
of authority to approve credit, market risk limits,
acquisitions, disposals, investments, capital
expenditure or realisation or creation of a new
venture, specified senior appointments, and any
substantial change in balance sheet management
policy.
The Directors who served during the year were,
Lord Butler, R K F Ch’ien, J D Coombe, Baroness
Dunn, R A Fairhead, D J Flint, W K L Fung,
M F Geoghegan, S K Green, S Hintze,
J W J Hughes-Hallett, Sir Brian Moffat, Sir Mark
Moody-Stuart, G Morgan, S W Newton,
S M Robertson, H Sohmen and Sir Brian
Williamson. J F Gil Díaz was appointed a Director
on 2 January 2007 and resigned on 5 March 2007.
The Board of Directors meets regularly and
Directors receive information between meetings
about the activities of committees and developments
in HSBC’s business.
Eight Board meetings were held during 2007.
The table that follows gives details of Directors’
attendance at meetings of the Board, Group Audit
Committee, Nomination Committee and
Remuneration Committee during 2007.
During 2007, the non-executive Directors and
the Group Chairman met twice without the presence
of the Group Chief Executive and Group Finance
Director. In addition, the non-executive Directors