HSBC 2010 Annual Report Download - page 203

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Overview Operating & Financial Review Governance Financial Statements Shareholder Information
the Group Head of Compliance as well as other
members of senior management on
developments in the Group’s business; and
received regular presentations on global market
risk and liquidity and the impact of the
tightening of liquidity in the money markets;
• the Committee considered risk issues relating to
a proposed strategic acquisition and discussed a
report from the Group Head of Mergers and
Acquisitions and other members of senior
management involved in the proposed
acquisition; and
• the Committee undertook a review of its terms
of reference and its effectiveness.
External advice on US-related compliance
matters was provided to the GRC by US law firm
Cahill Gordon & Reindel and by Promontory
Financial Group, US financial consultants.
Some of the activities referred to above were
carried out by the GAC prior to the establishment of
the GRC in February 2010. Since February 2010
some of those activities are carried out by the GRC
and the GAC.
Remuneration Committee
The role of the Remuneration Committee and its
membership are set out in the Directors’
Remuneration Report on page 222.
Nomination Committee
Role and membership of the Nomination
Committee
The Nomination Committee is responsible for
leading the process for Board appointments and for
identifying and nominating, for approval by the
Board, candidates for appointment to the Board.
Before recommending an appointment to the Board,
the Committee evaluates the balance of skills,
knowledge and experience on the Board and, in the
light of this, and taking into account the needs of the
Group’s businesses, identifies the role and
capabilities required for a particular appointment.
Candidates are considered on merit against these
criteria. Care is taken to ensure that appointees have
enough time to devote to us. Prospective Directors
are asked to identify any significant other
commitments and confirm they have sufficient time
to discharge what is expected of them.
The members of the Nomination Committee
throughout 2010 were Sir Brian Williamson,
R A Fairhead, Sir Simon Robertson and
J W J Hughes-Hallett, all independent non-executive
Directors. Lord Green succeeded Sir Brian
Williamson as chairman of the Nomination
Committee on 26 February 2010 and served until
his retirement on 3 December 2010 when he was
succeeded by D J Flint, upon his appointment as
Group Chairman. Lord Green did not chair any
meeting of the Nomination Committee when it was
dealing with the appointment of the successor to
the chairmanship. The selection process for Lord
Green’s successor as Group Chairman, was led by
the senior independent non-executive Director.
The terms of reference of the Committee,
which are reviewed annually, are available at
www.hsbc.com/boardcommittees.
The appointments of D J Flint as Group
Chairman, S T Gulliver as Group Chief Executive
and I J Mackay as an executive Director were made
on the advice and recommendation of the
Nomination Committee. An external consultancy
was used in connection with the appointments.
Committee activities
The Committee held three meetings in 2010 – see
page 190 for details of Directors’ attendance at these
meetings. Following each meeting the Committee
reports to the Board on its activities.
The Committee undertook the following key
activities in the discharge of its responsibilities:
• under the chairmanship of the senior
independent non-executive Director, the
Committee led the succession process for
the Group Chairman and the Group Chief
Executive. The process is described on
page 191;
• the Committee leads the process for Board
appointments, with the support of external
consultants as appropriate, and has satisfied
itself that appropriate plans are in place for
orderly succession to the Board reflecting an
appropriate balance of skills and experience
on the Board;
• the Committee maintains a forward-looking
schedule of potential candidates for appointment
to the Board that takes into account the needs
and developments of the Group’s businesses and
the anticipated retirement dates of current
Directors. On the recommendation of the
Committee, the Board has appointed L M L Cha
as a non-executive Director with effect from
1 March 2011;
• the Committee monitored the size, structure and
composition of the Board through consideration