HSBC 2009 Annual Report Download - page 307

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and Group Chief Executive, the relocation of the
principal office of the Group Chief Executive to Hong
Kong and other senior executive management
changes. Under these arrangements M F Geoghegan
is located in the Group’s strategically most important
region, with a focus on ensuring its growth potential
is fully realised. M F Geoghegan has assumed
responsibility for developing Group strategy in
agreement with the Group Chairman and for
recommendation to the Board. As chairman of the
Group Management Board, M F Geoghegan continues
to drive performance within strategic goals and
commercial objectives agreed by the Board.
M F Geoghegan has also become chairman of The
Hongkong and Shanghai Banking Corporation
Limited.
V H C Cheng continues to report to the Group
Chairman as an executive Director and will work
to develop the Group’s business in China while
continuing as chairman of HSBC Bank (China)
Company Limited and HSBC Bank (Taiwan)
Limited. A A Flockhart has been appointed Chairman,
Personal and Commercial Banking and Insurance
reporting to the Group Chief Executive and is based
in Hong Kong. In addition to responsibility for
Personal Financial Services and Commercial
Banking business globally, A A Flockhart is
responsible for Insurance and HSBC’s businesses in
Latin America and Africa, the Group’s technology,
services and operations and most Group functions
including Human Resources, Marketing and Legal.
A A Flockhart will deputise within Asia-Pacific for
the Group Chief Executive when M F Geoghegan
is absent from the region. S T Gulliver has been
appointed Chairman, Europe, Middle East and Global
Businesses reporting to the Group Chief Executive
and is based in London. S T Gulliver will continue to
manage Global Banking and Markets and Asset
Management and has assumed overall responsibility
for all HSBC’s businesses across Europe, Middle
East and Global Businesses and for Global Private
Banking. S T Gulliver has become chairman of
HSBC Private Banking (Suisse) SA and HSBC Bank
Middle East Limited. D J Flint has assumed
responsibility for Compliance in addition to his
existing remit for Finance and Risk. D J Flint’s title
has changed to Chief Financial Officer, Executive
Director, Risk and Regulation. He reports to the
Group Chief Executive and is based in London.
During 2009 the Board endorsed S K Green’s
appointment as a non-executive director of BASF SE.
As a full-time HSBC executive with no other external
non-executive appointments, the Board is satisfied that
S K Green will continue to commit appropriate time to
his role as Group Chairman of HSBC Holdings.
Board balance and independence of
Directors
The Board includes a strong presence of both
executive and non-executive Directors such that no
individual or small group can dominate the Board’s
decision making. The size of the Board is
appropriate given the complexity and geographical
spread of HSBC’s business and the significant time
demands placed on the non-executive Directors,
particularly those who serve as members of Board
committees.
The Board appointed S M Robertson as the
senior independent
non-executive Director in 2007.
The principal role of the senior independent non-
executive Director is to support the Group Chairman
in his role, to lead the non-executive Directors in the
oversight of the Group Chairman and to ensure there
is a clear division of responsibility between the
Group Chairman and Group Chief Executive.
The Board considers all of the non-executive
Directors to be independent in character and
judgement. W K L Fung has served on the Board for
more than nine years, however, and in that respect
only, does not meet the usual criteria for
independence set out in the UK Combined Code on
corporate governance. The Board has therefore
determined S A Catz, M K T Cheung, J D Coombe,
J L Durán, R A Fairhead, J W J Hughes-Hallett,
W S H Laidlaw, J R Lomax, Sir Mark Moody-Stuart,
G Morgan, N R N Murthy, S M Robertson,
J L Thornton and Sir Brian Williamson to be
independent. When determining independence the
Board considers that calculation of the length of
service of a non-executive Director begins on the
date of his or her first election by shareholders as a
Director of HSBC Holdings. Given the complexity
and geographical spread of HSBC’s business, the
experience of previous service on a subsidiary
company Board can be a considerable benefit to
HSBC and does not detract from a Director’s
independence. In reaching its determination of each
non-executive Director’s independence the Board
has concluded that there are no relationships or
circumstances which are likely to affect a Director’s
judgement and any relationships or circumstances
which could appear to do so were considered not to
be material.
In accordance with the Rules Governing the
Listing of Securities on the Stock Exchange of Hong
Kong Limited, each non-executive Director
determined by the Board to be independent has
provided an annual confirmation of his or her
independence to HSBC Holdings.