HSBC 2012 Annual Report Download - page 365

363
Overview Operating & Financial Review Corporate Governance Financial Statements Shareholder Information
Subject to their re-election by shareholders, the terms of appointment of R Fassbind and J B Comey will expire in
2016.
Other directorships
Executive Directors, if so authorised by either the Nomination Committee or the Board, may accept appointments
as non-executive directors of suitable companies which are not part of HSBC. Approval will not be given for
an executive Director to accept a non-executive directorship of more than one FTSE 100 company nor the
chairmanship of such a company. When considering a non-executive appointment, the Nomination Committee
or Board will take into account the expected time commitment of such appointment. The time commitment for
executive Directors’ external appointments will be reviewed as part of the annual Board review. Any remuneration
receivable in respect of an external appointment is normally paid to HSBC, unless otherwise approved by the
Nomination Committee.
Share Plans
At 31 December 2012, the undernamed Directors held options and awards of Restricted Shares under the HSBC
Share Plan and the HSBC Share Plan 2011 (including conditional awards of shares under the GPSP) to acquire the
number of HSBC Holdings ordinary shares set against their respective names.
HSBC Holdings savings-related share option plans
(Audited)
HSBC Holdings ordinary shares
Dates of Exercise Exercisable
At
1 Jan
At
31 Dec 2012
(or date of
award price (£)
from1 until
2012 retirement)
D J Flint ............................................. 25 Apr 2007 6.1760 1 Aug 2012 31 Jan 2013 2,650 2,650
D J Flint ............................................. 24 Apr 2012 4.4621 1 Aug 2015 31 Jan 2016 – 2,016
A A Flockhart .................................... 29 Apr 2009 3.3116 1 Aug 2014 31 Jan 2015 4,529 –2
US$
I J Mackay ......................................... 30 Apr 2008 11.8824 1 Aug 2011 31 Jan 2012 1,531 –3
The HSBC Holdings savings-related share option plans are all-employee share plans under which eligible employees may be granted
options to acquire HSBC Holdings ordinary shares. Employees may make contributions of up to £250 (or equivalent) each month over a
period of one, three or five years which may be used on the first, third or fifth anniversary of the commencement of the relevant savings
contract, at the employee’s election, to exercise the options. The plans help align the interests of employees with the creation of
shareholder value. The options were awarded for nil consideration and are exercisable at a 20% discount to the average market value of
the ordinary shares on the five business days immediately preceding the invitation date. There are no performance criteria conditional
upon which the outstanding options are exercisable and there have been no variations to the terms and conditions since the awards were
made. The market value per ordinary share at 31 December 2012 was £6.47. The highest and lowest market values per ordinary share
during the year were £6.55 and £4.91. Market value is the mid-market price derived from the London Stock Exchange Daily Official List
on the relevant date. Under the Securities and Futures Ordinance of Hong Kong, the options are categorised as unlisted physically settled
equity derivatives.
1 May be advanced to an earlier date in certain circumstances, e.g. retirement.
2 Options lapsed on 31 October 2012 following the end of the six month period following retirement within which employees may exercise
options under the HSBC Holdings savings-related share option plans. A A Flockhart retired as an employee on 30 April 2012.
3 Option lapsed on 31 January 2012 following the end of the exercise period.