HSBC 2007 Annual Report Download - page 300

HSBC HOLDINGS PLC
Report of the Directors: Governance (continued)
Board of Directors > The Board / Corporate governance codes
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the Group Chairman. The review concluded that the
Board and its committees were functioning
effectively. It is the intention of the Board of HSBC
Holdings to continue to review its performance and
that of its Directors annually.
Appointment, retirement and re-election of
Directors
The Board may at any time appoint any person who
is willing to act as a Director, either to fill a vacancy
or as an addition to the existing Board, but the total
number of Directors shall not exceed twenty-five.
Any Director so appointed by the Board shall retire
at the Annual General Meeting following their
appointment and shall be eligible for re-election but
is not taken into account in determining the number
of Directors who are to retire by rotation at such
meeting. The Board may appoint any Director to
hold any employment or executive office and may
revoke or terminate any such appointment.
Shareholders may, by ordinary resolution, appoint a
person as a Director or remove any Director before
the expiration of his period of office. At each Annual
General Meeting, one third of the Directors who are
subject to retirement by rotation are required to retire
and may offer themselves for re-election by
shareholders. In addition to those required to retire by
rotation, any Director who was not elected or re-
elected at either of the preceding two Annual General
Meetings and any non-executive Director who has
served in office for a continuous period of nine years
or more at the date of the Annual General Meeting is
required to retire and may offer him or herself for
re-election by shareholders.
R K F Ch’ien, S Hintze and H Sohmen retired
as Directors at the conclusion of the Annual General
Meeting held on 25 May 2007. J L Durán and
W S H Laidlaw were appointed non-executive
Directors on 1 January 2008. V H C Cheng was
appointed an executive Director on 1 February 2008.
A A Flockhart and S T Gulliver have been appointed
executive Directors, and S A Catz and N R N Murthy
have been appointed non-executive Directors with
effect from 1 May 2008.
S A Catz, V H C Cheng, J L Durán,
A A Flockhart, S T Gulliver, W S H Laidlaw and
N R N Murthy, having been appointed since the
Annual General Meeting in 2007, will retire at the
forthcoming Annual General Meeting and offer
themselves for re-election.
Lord Butler, J D Coombe, Baroness Dunn,
D J Flint, W K L Fung, J W J Hughes-Hallett, Sir
Brian Moffat and S W Newton will retire by rotation
at the forthcoming Annual General Meeting. With
the exception of Lord Butler, Baroness Dunn and
Sir Brian Moffat, who are to retire, they offer
themselves for re-election.
None of the non-executive Directors seeking
re-election at the forthcoming Annual General
Meeting has a service contract. Of the executive
Directors who are seeking re-election, D J Flint 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. V H C Cheng and A A Flockhart are
employed on rolling contracts dated 1 October 1978
and 6 July 1974 respectively, which require three
months’ notice to be given by either party.
S T Gulliver is employed on a rolling contract dated
8 December 2005 which requires twelve months’
notice to be given by either party.
Following the performance evaluation of the
Board, the Group Chairman has confirmed that the
non-executive Directors standing for re-election at
the Annual General Meeting continue to perform
effectively and to demonstrate commitment to their
roles.
Brief biographical particulars of all Directors
including those seeking re-election at the Annual
General Meeting, are given on pages 289 to 292.
Relations with shareholders
The Board ensures all Directors, including non-
executive Directors, develop an understanding of the
views of major shareholders through attendance at
analyst presentations and other meetings with
institutional investors and their representative
bodies. The Board also met with representatives of
institutional shareholders in 2007 to discuss
corporate governance matters.
The Group Chairman, Group Chief Executive,
Group Finance Director and other senior executives
hold regular meetings with institutional investors and
report to the Board on those meetings.
As described in the Directors’ Remuneration
Report, a consultation with institutional shareholders
on the framework of Directors’ remuneration and
proposed changes to The HSBC Share Plan began in
January 2008.
S M Robertson, senior independent non-
executive Director since the conclusion of the 2007
Annual General Meeting, and other non-executive
Directors met and corresponded with institutional
investors and their representatives to discuss
strategy, remuneration policy and governance. The
senior independent non-executive Director is also
available to shareholders should they have concerns