HSBC 2011 Annual Report Download - page 227

225
Overview Operating & Financial Review Corporate Governance Financial Statements Shareholder Information
Board of Directors
The purpose of HSBC’s management structure,
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 and risk appetite for the
Group and approves 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’) which is led by
the Group Chief Executive.
Directors
HSBC Holdings has a unitary Board. The authority
of each Director is exercised in Board meetings
where the Board acts collectively. At 27 February
2012, the Board comprised the Group Chairman,
Group Chief Executive, two other executive
Directors and thirteen non-executive Directors. Their
names and brief biographical particulars are listed on
pages 218 to 223. The Group Chairman, Group
Chief Executive and two 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 risk profile and 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.
Terms of appointment
The Board has determined 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 Group Remuneration Committee
and for the Deputy Chairman and senior independent
non-executive Director.
Letters setting out the terms and conditions of
appointment of each of the non-executive Directors,
including the time commitment expected of each of
them, 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.
Powers of the Board
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 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, L M L Cha (appointed 1 March
2011), V H C Cheng (retired 27 May 2011),
M K T Cheung, J D Coombe, R A Fairhead,
D J Flint, A A Flockhart, S T Gulliver, J W J Hughes-
Hallett, W S H Laidlaw, J R Lomax, I J Mackay,
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.