HSBC 2009 Annual Report Download - page 350

HSBC HOLDINGS PLC
Directors’ Remuneration Report (continued)
Share plans // Statement of Directors’ Responsibilities
348
Vesting of these awards of Performance Shares is subject to the achievement of the corporate performance conditions set out on pages 339
to 342. Interests in awards of Performance Shares are categorised under the Securities and Futures Ordinance of Hong Kong as the
interests of a beneficiary of a trust. No awards of Performance Shares were made in 2009.
1 A part of the total shareholder return element of the performance conditions was met and the related part of the award vested on 8 April
2009, when the market value per share was £4.37, as follows: V H C Cheng, 21,394 shares; D J Flint, 42,788 shares; A A Flockhart,
16,045 shares; M F Geoghegan, 53,485 shares; S K Green, 66,856 shares; and S T Gulliver, 26,742 shares. Awards representing the
fourth interim dividend for 2008 vested on 6 May 2009, when the market value per share was £5.39, as follows: V H C Cheng, 328
shares; D J Flint, 656 shares; A A Flockhart, 246 shares; M F Geoghegan, 820 shares; S K Green, 1,025 shares; and S T Gulliver, 410
shares. The market value per share on the date of the award, 6 March 2006, was £9.89.
2 Includes additional shares arising from scrip dividends.
3 The earnings per share element and part of the total shareholder return element of the performance conditions were not met and, under
the terms of the Plan, the following awards were forfeited on 8 April 2009: V H C Cheng, 86,931 shares; D J Flint, 173,862 shares;
A A Flockhart, 65,199 shares; M F Geoghegan, 217,328 shares; S K Green, 271,659; and S T Gulliver, 108,664 shares. As a
consequence, the fourth interim dividend for 2008 did not accrue on the forfeited shares.
Awards of Restricted Shares
HSBC Share Plan
(Audited)
HSBC Holdings ordinary shares of US$0.50
Awards made during
year1
Awards vested during
year2
Date of
award
Year in
which
awards
may vest
Awards
held on
1 Jan
2009 Number
Monetary
value Number
Monetary
value
Adjustment
for rights
issue
Awards
held at
31 Dec
20092
£000 £000
V H C Cheng ....... 3 Mar 2008 2011 86,158 – – – – 12,945 103,936
2 Mar 2009 2012 – 416,662 1,662 – – 61,471 493,545
A A Flockhart ..... 31 Oct 2007 2010 53,568 – – – – 8,048 64,621
3 Mar 2008 2011 12,488 – – – – 1,877 15,064
2 Mar 2009 2012 – 420,528 1,678 – – 62,041 498,124
S T Gulliver ........ 6 Mar 2006 20093 150,421 – – 153,1934 6114 – –
5 Mar 2007 2009-20103 319,934 – – 163,8744 6544 23,894 191,842
3 Mar 2008 2009-20113 480,237 – – 161,3994 6444 48,345 388,157
Vesting of Restricted Share awards is normally subject to the Director remaining an employee on the vesting date. The vesting date may be
advanced to an earlier date in certain circumstances, e.g. death or retirement. Interests in Restricted Share awards granted in 2007 and
2008 are categorised under the Securities and Futures Ordinance of Hong Kong as the interests of a beneficiary of a trust and interests in
Restricted Share awards granted in 2009 are categorised under the Securities and Futures Ordinance of Hong Kong as the interests of a
beneficial owner.
1 At the date of the award, 2 March 2009, the market value per share was £3.99.
2 Includes additional shares arising from scrip dividends.
3 33 per cent of the award vests on each of the first and second anniversaries of the date of the award, with the balance vesting on the
third anniversary of the date of the award.
4 At the date of vesting, 2 March 2009, the market value per share was £3.99. The market value per share on the dates of the awards,
6 March 2006, 5 March 2007 and 3 March 2008, was £9.89, £8.96 and £7.90 respectively.
On behalf of the Board 1 March 2010
Sir Mark Moody-Stuart, Chairman of Remuneration Committee