HSBC 2008 Annual Report Download - page 325

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previous two years of bonus payments received,
pro-rated for any part year worked to termination.
Dates of service contracts – executive Directors
Contract date
V H C Cheng ..................................... 29 August 2008
D J Flint ............................................. 14 October 2008
A A Flockhart .................................... 2 December 2008
M F Geoghegan ................................. 29 February 2008
S K Green .......................................... 28 February 2008
S T Gulliver ....................................... 5 September 2008
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 nor the chairmanship of such a
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 HSBC, unless
otherwise approved by the Remuneration
Committee. D J Flint has elected to donate his fees
as a non-executive Director of BP p.l.c. to charity.
Non-executive Directors
Non-executive Directors are appointed for fixed
terms not exceeding three years, subject to their
re-election by shareholders at Annual General
Meetings. Non-executive directors have no service
contract and are not eligible to participate in HSBC’s
share plans. Current non-executive Directors’ terms
of appointment will expire as follows:
• in 2010, R A Fairhead, W K L Fung, Sir Mark
Moody-Stuart and G Morgan;
• in 2011, S A Catz, J D Coombe, J L Dúran,
J W J Hughes-Hallett, W S H Laidlaw and
N R N Murthy; and
• in 2012, S M Robertson and Sir Brian
Williamson.
J R Lomax and J L Thornton were appointed
non-executive Directors with effect from
1 December 2008 and M K T Cheung was appointed
a non-executive Director with effect from 1 February
2009. Subject to their re-election by shareholders at
the Annual General Meeting in 2009, their terms of
appointment will expire in 2012.
Fees
Non-executive Directors’ fees are regularly reviewed
and compared with other large international
companies. The current fee, which was approved by
shareholders in 2006, is £65,000 per annum.
A fee of £30,000 per annum is payable to the
senior independent non-executive Director. In
addition, non-executive Directors receive the
following fees for service on Board Committees:
Fees – non-executive Directors
Chairman, Audit Committee ................................. £50,000 p.a.
Member, Audit Committee .................................... £20,000 p.a.
During 2008, 8 meetings of the Group Audit Committee were held.
Chairman, Remuneration Committee .................... £40,000 p.a.
Member, Remuneration Committee ...................... £20,000 p.a.
During 2008, 7 meetings of the Remuneration Committee were held.
Chairman, Nomination Committee ....................... £30,000 p.a.
Member, Nomination Committee .......................... £20,000 p.a.
During 2008, 5 meetings of the Nomination Committee were held.
Chairman, Corporate Sustainability Committee ... £30,000 p.a.
Member, Corporate Sustainability Committee ...... £20,000 p.a.
During 2008, 4 meetings of the Corporate Sustainability
Committee were held.