HSBC 2010 Annual Report Download - page 191

189
Overview Operating & Financial Review Governance Financial Statements Shareholder Information
Board of Directors
The Board
The purpose of HSBC’s management structures,
headed by the Board of Directors of HSBC Holdings
(the ‘Board’) and led by the Group Chairman, is to
deliver sustainable value to our shareholders. The
Board sets the strategy for the Group and approves
the risk appetite and capital and operating plans
presented by management for the achievement of the
strategic objectives it has set. This ensures the
efficient application of our resources for the
achievement of these objectives. Implementation of
the strategy set by the Board is delegated to the
Group Management Board (‘GMB’) led by the
Group Chief Executive.
HSBC Holdings has a unitary Board. The
authority of each Director is exercised in Board
meetings where the Board acts collectively. At
28 February 2011, the Board comprises the Group
Chairman, Group Chief Executive, three other
executive Directors and 12 non-executive Directors.
Their names and brief biographical particulars are
listed on pages 183 to 187. The Group Chairman,
Group Chief Executive and three other executive
Directors are employees. Non-executive Directors
are not HSBC employees and do not participate in
the daily business management of HSBC; they bring
an external perspective, constructively challenge and
help develop proposals on strategy, scrutinise the
performance of management in meeting agreed goals
and objectives and monitor the reporting of
performance. The non-executive Directors bring
experience from a number of industries and business
sectors, including the leadership of large complex
multinational enterprises. The roles of non-executive
Directors as members of Board committees are
described on pages 194 to 198 and on pages 201
and 202.
The Board has determined that the time
commitment expected of non-executive Directors to
be not less than 24 days per annum and not less than
30 days per annum in total for non-executive
Directors appointed to the Group Audit Committee,
Group Risk Committee or Remuneration Committee
and for the Deputy Chairman and senior independent
non-executive director. The time commitment of
each non-executive Director is set out in the
Director’s letter of appointment.
The terms and conditions of appointment of
non-executive Directors are available for inspection
at 8 Canada Square, London E14 5HQ and will be
made available for 15 minutes before the Annual
General Meeting and during the Meeting itself.
The Board is responsible for managing the
business of HSBC Holdings and, in doing so, may
exercise its powers, subject to any relevant laws and
regulations and to the Articles of Association. In
particular, the Board may exercise all the powers of
the Company to borrow money and to mortgage or
charge all or any part of the undertaking, property or
assets (present or future) of HSBC Holdings and
may also exercise any of the powers conferred on it
by the Companies Act 2006 and/or by shareholders.
The Board is able to delegate and confer on certain
Directors holding executive office any of its powers,
authorities and discretions (including the power to
sub-delegate) for such time and on such terms as it
thinks fit. In addition, the Board may establish any
local or divisional boards or agencies for managing
the business of HSBC Holdings in any specified
locality and delegate and confer on any local or
divisional board, manager or agent so appointed any
of its powers, authorities and discretions (including
the power to sub-delegate) for such time and on such
terms as it thinks fit. The Board may also, by power
of attorney or otherwise, appoint any person or
persons to be the agent of HSBC Holdings and may
delegate to any such person or persons any of its
powers, authorities and discretions (including the
power to sub-delegate) for such time and on such
terms as it thinks fit.
The Board delegates the management and day-
to-day running of HSBC to the GMB but retains to
itself approval of certain matters including operating
plans, risk appetite and performance targets,
procedures for monitoring and controlling of
operations, the authority or the delegation of
authority to approve credit, market risk limits,
acquisitions, disposals, investments, capital
expenditure or realisation or creation of a new
venture, specified senior appointments and any
substantial change in balance sheet management
policy.
The Directors who served during the year
were S A Catz, V H C Cheng, M K T Cheung,
J D Coombe, J L Durán (retired 28 May 2010),
R A Fairhead, D J Flint, A A Flockhart, W K L Fung
(retired 28 May 2010), M F Geoghegan (retired
31 December 2010), Lord Green (retired
3 December 2010), S T Gulliver, J W J Hughes-
Hallett, W S H Laidlaw, J R Lomax, I J Mackay
(appointed 3 December 2010), Sir Mark Moody-
Stuart (retired 28 May 2010), G Morgan,
N R N Murthy, Sir Simon Robertson, J L Thornton
and Sir Brian Williamson.
HSBC Holdings was registered in Hong Kong
under part IX of the Companies Ordinance on
17 January 1991.