HSBC 2009 Annual Report Download - page 310

HSBC HOLDINGS PLC
Report of the Directors: Governance (continued)
Board of Directors > The Board / Corporate governance codes
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Financial Officer, Executive Director, Risk and
Regulation or other executives has failed to resolve
or for which such contact would be inappropriate.
Invitations to meet S M Robertson prior to his
appointment as senior independent non-executive
Director were extended to the Group’s largest
shareholders. The senior independent non-executive
Director may be contacted through the Group
Company Secretary at 8 Canada Square, London
E14 5HQ.
Conflicts of interest, indemnification of
Directors, relevant audit information and
contracts of significance
The Board has authority to approve Directors’
conflicts and potential conflicts of interest and has
adopted a policy and procedures for the
determination of terms of authorisation for such
situations. The Board’s powers to authorise conflicts
are operating effectively and the procedures are
being followed. A review of situational conflicts
which have been authorised and the terms of
authorisation is undertaken by the Board annually.
The Articles of Association of HSBC Holdings
provide that Directors are entitled to be indemnified
out of the assets of the Company against claims from
third parties in respect of certain liabilities arising in
connection with the performance of their functions
pursuant to the provisions of the UK Companies Act
2006. Such indemnity provisions have been in place
during the financial year but have not been utilised
by the Directors.
Each person who is a Director at the date of
approval of this report confirms that so far as the
Director is aware, there is no relevant audit
information of which the Company’s auditor is
unaware and the Director has taken all the steps that
he or she ought to have taken as a Director
in order to make himself or herself aware of any
relevant audit information and to establish that the
Company’s auditor is aware of that information. This
confirmation is given pursuant to section 418 of the
UK Companies Act 2006 and should be interpreted
in accordance therewith and subject to the provisions
thereof.
None of the Directors had, during the year or at
the end of the year, a material interest, directly or
indirectly, in any contract of significance with HSBC
Holdings or any of its subsidiary undertakings.
Corporate governance codes
HSBC is committed to high standards of corporate
governance. HSBC Holdings has complied
throughout the year with the applicable code
provisions of the Combined Code on Corporate
Governance issued by the Financial Reporting
Council and the Code on Corporate Governance
Practices in Appendix 14 to the Rules Governing the
Listing of Securities on The Stock Exchange of
Hong Kong Limited. The Combined Code on
Corporate Governance is available at
www.frc.org.uk and the Code on Corporate
Governance Practices is available at
www.hkex.com.hk.
The Board of HSBC Holdings has adopted a
code of conduct for transactions in HSBC Group
securities by Directors. The code of conduct
complies with The Model Code in the Listing Rules
of the FSA and with The Model Code for Securities
Transactions by Directors of Listed Issuers (‘Hong
Kong Model Code’) set out in the Rules Governing
the Listing of Securities on The Stock Exchange of
Hong Kong Limited, save that The Stock Exchange
of Hong Kong Limited has granted certain waivers
from strict compliance with the Hong Kong Model
Code. The waivers granted by The Stock Exchange
of Hong Kong Limited primarily take into account
accepted practices in the UK, particularly in respect
of employee share plans. Following a specific
enquiry, each Director has confirmed he or she has
complied with the code of conduct for transactions in
HSBC Group securities throughout the year.
Differences in HSBC Holdings/New York
Stock Exchange corporate governance
practices
Under the NYSE’s corporate governance rules for
listed companies and the applicable rules of the SEC,
as a NYSE-listed foreign private issuer, HSBC
Holdings must disclose any significant ways in
which its corporate governance practices differ from
those followed by US companies subject to NYSE
listing standards. HSBC Holdings believes the
following to be the significant differences between
its corporate governance practices and NYSE
corporate governance rules applicable to US
companies.
US companies listed on the NYSE are required
to adopt and disclose corporate governance
guidelines. The Listing Rules of the FSA require
each listed company incorporated in the UK to
include in its Annual Report and Accounts a
statement of how it has applied the principles of the
Combined Code and a statement as to whether or not
it has complied with the code provisions of the
Combined Code throughout the accounting period
covered by the Annual Report and Accounts. A
company that has not complied with the Code
provisions, or complied with only some of the Code