HSBC 2008 Annual Report Download - page 295

293
through briefings by senior executives, are provided
to all Directors.
Performance evaluation
In November 2008, ICSA Board Evaluation Limited
was commissioned to assist S K Green, Group
Chairman, in conducting an evaluation of the
effectiveness of the Board. This followed ICSA’s
evaluation of the Board in 2007. His evaluation
investigated the performance of the Board as a whole
and, in that context, the main Board committees and
individual Directors. The evaluation examined
whether eight key areas met the Board’s needs and
expectations: Board role and responsibilities;
oversight; Board meetings; information received;
support for the Board; Board composition; working
together; and outcome and achievements. The report
on the evaluation has been reviewed by the Board
and has been used by the non-executive Directors,
led by the senior independent non-executive
Director, in their evaluation of the performance of
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 his or her
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.
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. On 1 May 2008 A A Flockhart
and S T Gulliver were appointed executive Directors
and S A Catz and N R N Murthy were appointed
non-executive Directors. Lord Butler, Baroness
Dunn and Sir Brian Moffat retired as Directors at the
conclusion of the Annual General Meeting held on
30 May 2008. S W Newton retired as a Director on
10 October 2008. J R Lomax and J L Thornton were
appointed non-executive Directors on 1 December
2008. M K T Cheung was appointed a non-executive
Director on 1 February 2009.
All of the Directors will retire at the
forthcoming Annual General Meeting and offer
themselves for re-election. None of the non-
executive Directors seeking re-election has a service
contract. All of the executive Directors seeking
re-election are employed on rolling contracts which
require 12 months’ notice to be given by either party.
Following the performance evaluation of the
Board, the Group Chairman has confirmed that all
of the non-executive Directors continue to perform
effectively and to demonstrate commitment to their
roles.
Brief biographical particulars of all Directors
are given on pages 281 to 285.
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. Directors also met with representatives of
institutional shareholders in 2008 to discuss
corporate governance matters.
All executive Directors and other senior
executives hold regular meetings with institutional
investors and report to the Board on those meetings.
Institutional shareholders were consulted on the
framework of Directors’ remuneration and the
proposed changes to the HSBC Share Plan which
were approved at the 2008 Annual General Meeting.
During 2008, S M Robertson, senior
independent
non-executive Director, Sir Mark
Moody-Stuart and other non-executive Directors met
and corresponded with institutional investors and
their representatives to discuss strategy,
remuneration policy and governance.
S M Robertson, the senior independent non-
executive Director is also available to shareholders