HSBC 2009 Annual Report Download - page 309

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Directors annually with external facilitation of the
process at least every third year. The Group
Chairman has confirmed that all of the non-
executive Directors continue to perform effectively
and to demonstrate commitment to their roles.
The Board has approved actions arising from
the performance evaluation for implementation.
A quarterly status report will be used to monitor
progress. During 2009 the Board received quarterly
updates on the actions arising from the 2008 Board
performance evaluation, all of which have been
implemented.
The Nomination Committee leads the process of
identifying the skills and experience required by
Directors to address and challenge adequately key
risks and decisions that confront, or may confront,
the Board. The Nomination Committee regularly
reviews the structure, size and composition
(including the skills, knowledge and experience)
required of the Board and makes recommendations
to the Board with regard to any changes. The
Nomination Committee maintains a forward-looking
schedule of potential candidates as Directors that
takes into account the needs and developments of the
Group’s businesses and the anticipated retirement
dates of existing Directors. The Board is kept
informed of shareholder views by regular updates
about investor meetings with the executive
Directors, senior independent non-executive Director
and Chairman of the Remuneration Committee.
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.
M K T Cheung was appointed a non-executive
Director on 1 February 2009.
J L Durán, R A Fairhead, W K L Fung,
M F Geoghegan, S K Green, Sir Mark Moody-
Stuart, G Morgan, N R N Murthy, S M Robertson,
J L Thornton and Sir Brian Williamson will retire at
the forthcoming Annual General Meeting. With the
exception of J L Durán, W K L Fung and Sir Mark
Moody-Stuart, who are to retire, they offer
themselves for re-election. At the conclusion of the
2010 Annual General Meeting, the Board will then
comprise 18 Directors, 12 of whom are independent
non-executive Directors. None of the non-executive
Directors has a service contract. M F Geoghegan and
S K Green, who are seeking re-election at the Annual
General Meeting, are employed on rolling contracts
which require 12 months’ notice to be given by
either party.
Brief biographical particulars of all Directors
are given on pages 294 to 299.
Relations with shareholders
The Board ensures all Directors, including non-
executive Directors, develop an understanding of the
views of major shareholders. Non-executive
Directors are invited to attend analyst presentations
and other meetings with institutional investors and
their representative bodies. Directors also meet
representatives of institutional shareholders each
year 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.
HSBC Holdings’ brokers, Goldman Sachs, give bi-
annual presentations to the Board on market views
and investor relations. The Board receives a regular
Investor Relations activity report which provides
feedback from institutional shareholders and brokers,
analysts’ forecasts, information from research reports
and share price performance data.
During 2009, 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
is also available to shareholders should they have
concerns which
contact through the normal channels
of Group Chairman, Group Chief Executive, Chief