HSBC 2012 Annual Report Download - page 313

311
Overview Operating & Financial Review Corporate Governance Financial Statements Shareholder Information
Group Chairman and Group Chief Executive
The roles of Group Chairman and Group Chief
Executive are separate and held by experienced
full-time Directors. There is a clear division of
responsibilities at the head of the Company between
the running of the Board and the executive
responsibility for running HSBC’s business. The
key responsibilities of the Group Chairman and
the Group Chief Executive are set out below.
Key responsibilities
Group Chairman – D J Flint1
• Leads the Board and ensures its effectiveness.
• Develops relationships with governments, regulators and
investors.
• Leads the Group’s interactions on matters of public policy and
regulatory reform with regard to the banking and financial
services industry.
• Maintains corporate reputation and character.
• Undertakes performance management of the Group Chief
Executive.
1 Appointed Group Chairman in December 2010.
Group Chief Executive – S T Gulliver1
• Develops, and delivers performance against, business plans.
• Develops Group strategy, in agreement with the Group
Chairman, for recommendation to the Board.
• As Chairman of the GMB, drives performance within strategic
goals and commercial objectives agreed by the Board.
1 Appointed Group Chief Executive in January 2011.
The Group Chief Executive has an office in
London and in Hong Kong.
Deputy Chairman and senior independent
non-executive Director
The key responsibilities of the Deputy Chairman and
senior independent non-executive Director are set
out below.
Key responsibilities
Deputy Chairman and senior independent non-executive
Director – Sir Simon Robertson1
• Deputises for the Group Chairman at meetings of the Board or
shareholders.
• Supports the Group Chairman in his role.
• Acts as an intermediary for other non-executive Directors
when necessary.
• Leads the non-executive Directors in the oversight of the
Group Chairman.
• Ensures there is a clear division of responsibility between the
Group Chairman and Group Chief Executive.
• Is available to shareholders should they have concerns which
contact through the normal channels cannot resolve or for
which such contact would be inappropriate.
1 Appointed senior independent non-executive Director in
2007 and Deputy Chairman in December 2010.
Board balance and independence of
Directors
The Board includes a strong presence of both
executive and non-executive Directors and no
individual or small group can dominate its decision
making. The size of the Board is appropriate given
the complexity and geographical spread of our
business and the significant time demands placed on
the non-executive Directors, particularly those who
serve as members of Board committees.
The Nomination Committee regularly reviews
the structure, size and composition of the Board
(including the skills, knowledge and experience
required of Directors) necessary to address and
challenge adequately key risks and issues that
confront, or may confront, the Board and makes
recommendations to the Board with regard to any
changes.
During 2012, the Board adopted a Board
diversity policy. Further information on this policy
can be found on page 329.
The Board considers all of the non-executive
Directors to be independent in character and
judgement. The Board has determined S A Catz,
L M L Cha, M K T Cheung, J B Comey,
J D Coombe, J Faber, R A Fairhead, R Fassbind,
J W J Hughes-Hallett, W S H Laidlaw, J P Lipsky,
J R Lomax, Sir Simon Robertson and J L Thornton
to be independent. When determining independence
the Board considers that calculation of the length of
service of a non-executive Director begins on the
date of his or her first election by shareholders as a
Director of HSBC Holdings. Given the complexity
and geographical spread of our business, the
experience of previous service on a HSBC
subsidiary company board can be a considerable
benefit and does not detract from a Director’s
independence. In reaching its determination of each
non-executive Director’s independence, the Board
has concluded that there are no relationships or
circumstances which are likely to affect a Director’s
judgement and any relationships or circumstances
which could appear to do so were considered not to
be material. From the conclusion of the Annual
General Meeting in 2013, R A Fairhead will have
served on the Board for more than nine years and, in
that respect only, will not meet the usual criteria for
independence set out in the UK Corporate
Governance Code.
In accordance with the Rules Governing the
Listing of Securities on the Stock Exchange of