HSBC 2014 Annual Report Download - page 104

HSBC BANK PLC
Report of the Directors: Corporate Governance (continued)
102
Conflicts of interest and
indemnification of Directors
The bank’s Articles of Association give the Board
authority to approve Directors’ conflicts and potential
conflicts of interest. The Board has adopted a policy and
procedures for the approval of Directors’ conflicts or
potential conflicts of interest. The Board’s powers to
authorise conflicts are operating effectively and the
procedures are being followed. A review of situational
conflicts which have been authorised, including the
terms of authorisation, is undertaken by the Board
annually.
The Articles of Association provide that Directors are
entitled to be indemnified out of the assets of the
company against claims from third parties in respect of
certain liabilities arising in connection with the
performance of their functions, in accordance with the
provisions of the UK Companies Act 2006. Such
indemnity provisions have been in place during the
financial year but have not been utilised by the Directors.
All Directors have the benefit of directors’ and officers’
liability insurance.
Statement on going concern
The financial statements are prepared on a going
concern basis, as the Directors are satisfied that the
group and bank have the resources to continue in
business for the foreseeable future. In making this
assessment, the Directors have considered a wide range
of information relating to present and future conditions.
Further information relevant to the assessment is
provided in the ‘Strategic Report’ and ‘Report of the
Directors’, in particular:
• A description of the group’s strategic direction and
principal risks and uncertainties.
• A summary of financial performance and review of
business performance.
• The group’s approach to capital management and
allocation.
In addition, the objectives, policies and processes for
managing credit, liquidity and market risk are set out in
the ‘Report of the Directors: Risk’.
The Directors have also considered future projections of
profitability, cash flows and capital resources in making
their assessment.
Disclosure of information to the
Auditor
The Directors who held office at the date of approval of
this Directors’ report confirm that, so far as they are
each aware, there is no relevant audit information of
which the bank’s auditors are unaware; and each
Director has taken all the steps that he ought to have
taken as a Director to make himself aware of any
relevant audit information and to establish that the
company’s auditors are aware of that information.
On behalf of the Board
Nicola Black, Secretary 23 February 2015
Registered number 14259