HSBC 2015 Annual Report Download - page 259

HSBC HOLDINGS PLC
257
Strategic Report Financial Review Corporate Governance Financial Statements Shareholder Information
Key responsibilities
Group Chairman – Douglas Flint
• 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
Group Chief Executive – Stuart Gulliver
• Develops, and delivers performance against, business plans
• Develops Group strategy, in agreement with the Group
Chairman, for recommendation to the Board
• Drives performance within strategic goals and commercial
objectives agreed by the Board with support from the Group
Management Board
Senior independent non-executive Director and
Deputy Chairman
Descriptions of the roles and responsibilities of the senior
independent non-executive Director and Deputy Chairman
are available at www.hsbc.com/about-hsbc/corporate-
governance/board-committees. Their key responsibilities
are set out below.
Key responsibilities
Senior Independent non-executive Director – Rachel Lomax
• Acts as an intermediary for other non-executive Directors when
necessary.
• Leads the non-executive Directors in the oversight of the Group
Chairman.
Deputy Chairman – Sir Simon Robertson
• Deputises for the Group Chairman at meetings of the Board
or shareholders and supports the Group Chairman in his role.
Appointment, retirement and re-election of Directors
The Board may at any time appoint any person who is
willing to act as a Director, either to fill a vacancy or as an
addition to the existing Board. The total number of
Directors shall not be less than five nor should it exceed 25.
Newly-appointed Directors retire at the Annual General
Meeting (‘AGM’) following appointment and shall be eligible
for election. The Board may appoint any Director to hold
any employment or executive office and may revoke or
terminate any such appointment. Shareholders may, by
ordinary resolution, appoint a person as a Director or
remove any Director before the expiration of his or her
period of office. Under the UK Corporate Governance Code
all of the Directors are subject to annual re-election
by shareholders.
During the year Irene Lee and Pauline van der Meer Mohr
were appointed to the Board. Additionally, Paul Walsh and
Henri de Castries have been appointed to the Board with
effect from 1 January 2016 and 1 March 2016 respectively.
Further details on Paul Walsh and Henri de Castries skills
and experience can be found in the biographies on pages
250 and 253.
Powers of the Board
The Board is responsible for overseeing the management
of HSBC globally and, in so doing, may exercise its powers,
subject to any relevant laws and regulations and to the
Articles. The Board has adopted terms of reference which
are available at www.hsbc.com/about-hsbc/leadership. The
Board reviews its terms of reference annually.
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 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
any executive Director any of its powers, authorities and
discretions 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
for such time and on such terms as it thinks fit. The Board
may also appoint any person or persons to be an agent of
HSBC Holdings and may delegate to any such person or
persons any of its powers, authorities and discretions on
such terms as it thinks fit.
The Board delegates the day-to-day management of HSBC
Holdings to the Chief Executive Officer but reserves to itself
approval of certain matters including operating plans, risk
appetite and performance targets, procedures for
monitoring and controlling operations, 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.
Board meetings
Seven Board meetings and four strategy meetings were
held in 2015. At least one Board meeting each year is held
in a key strategic location outside the UK. During 2015,
Board meetings were held in Hong Kong and mainland
China.
The table below shows each Director’s attendance at
meetings of all Board and Committee meetings during
2015.
During 2015, the non-executive Directors and the senior
independent Director met regularly without the executive
Directors, including to appraise the Group Chairman’s
performance.