HSBC 2011 Annual Report Download - page 254

HSBC HOLDINGS PLC
Report of the Directors: Corporate Governance (continued)
Appendix – Other required disclosures > Directors’ interests / Supplier payment policy / Dividends and shareholders
252
Authority to allot shares
At the Annual General Meeting in 2011, shareholders renewed the general authority for the Directors to allot new
shares. The general authority is to allot up to 3,541,390,000 ordinary shares, 10,000,000 non-cumulative preference
shares of £0.01 each, 10,000,000 non-cumulative preference shares of US$0.01 each and 10,000,000 non-cumulative
preference shares of €0.01 each. Within this, the Directors have authority to allot up to a maximum of 885,347,500
ordinary shares wholly for cash to persons other than existing shareholders.
Other than as described above, the Directors did not allot any shares during 2011.
Treasury shares
In accordance with the terms of a waiver granted by the Hong Kong Stock Exchange on 19 December 2005, HSBC
Holdings will comply with the applicable law and regulation in the UK in relation to the holding of any shares in
treasury and with the conditions of the waiver in connection with any shares it may hold in treasury. No shares are
currently held in treasury.
Directors’ interests
Pursuant to the requirements of the UK Listing Rules and according to the register of Directors’ interests maintained
by HSBC Holdings pursuant to section 352 of the Securities and Futures Ordinance of Hong Kong, the Directors of
HSBC Holdings at 31 December 2011 had the following interests, all beneficial unless otherwise stated, in the shares
and loan capital of HSBC Holdings and its associated corporations:
Directors’ interests – shares and loan capital
At 31 December 2011
At
1 January
2011
Beneficial
owner
Child
under 18
or spouse
Jointly
with
another
person Trustee
Total
interests1
HSBC Holdings ordinary shares
of US$0.50
J D Coombe ...................................... 20,341 21,139 – – – 21,139
R A Fairhead ..................................... 21,300 – – 21,300 – 21,300
D J Flint ............................................ 178,681 237,771 – – 35,0902 272,861
A A Flockhart ................................... 230,112 63,819 – – 344,010 407,829
S T Gulliver ...................................... 2,731,077 2,553,592 177,508 – – 2,731,100
J W J Hughes-Hallett ........................ 39,577 – – – 46,9522 46,952
W S H Laidlaw ................................. 30,948 30,456 – – 1,4162 31,872
I J Mackay ......................................... 34,217 133,648 – – – 133,648
G Morgan .......................................... 81,166 84,347 – – – 84,347
Sir Simon Robertson ......................... 176,373 8,959 – – 167,7502 176,709
J L Thornton ..................................... 10,250 – 10,2503– – 10,250
Sir Brian Williamson ........................ 37,607 39,083 – – – 39,083
US$ US$ US$ US$ US$ US$
Loan Capital – 6.5% Subordinated
Notes 2036
L M L Cha ........................................ 300,000 300,000 – – – 300,000
1 Details of executive Directors’ other interests in HSBC Holdings ordinary shares of US$0.50 arising from the HSBC Holdings savings-
related share option plans, the HSBC Share Plan and the HSBC Share Plan 2011 are set out in the Directors’ Remuneration Report on
pages 272 and 274. At 31 December 2011, the aggregate interests under the Securities and Futures Ordinance of Hong Kong in HSBC
Holdings ordinary shares of US$0.50, including interests arising through employee share plans were: D J Flint – 628,992;
A A Flockhart – 1,424,882; S T Gulliver – 4,892,014 and I J Mackay – 426,266. Each Director’s total interests represents less than
0.03% of the shares in issue.
2 Non-beneficial.
3 Interest of spouse in 2,050 listed American Depositary Shares (‘ADS’), which are categorised as equity derivatives under Part XV of the
Securities and Futures Ordinance of Hong Kong. Each ADS represents five HSBC Holdings ordinary shares of US$0.50.
As a director of HSBC France during 2011, S T Gulliver has an interest as beneficial owner in one share of €5 in that
company (representing less than 0.01% of the shares in issue). He has waived his rights to receive dividends on this
share and has undertaken to transfer it to HSBC on ceasing to be a director of HSBC France.