HSBC 2015 Annual Report Download - page 260

Report of the Directors: Corporate Governance (continued)
Board of Directors
HSBC HOLDINGS PLC
258
2015 Board and committee attendance
AGM Board
Group Audit
Committee
Group Risk
Committee
Group
Remuneration
Committee
Nomination
Committee
Financial
System
Vulnerabilities
Committee
Conduct &
Values
Committee
Philanthropic
& Community
Investment
Oversight
Committee
Number of meetings held 1 7 7 10 10 57 5 3
Group Chairman
Douglas Flint 1 7
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Executive Directors
Stuart Gulliver 1 7
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Iain Mackay 1 7
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Marc Moses 1 7
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Non-executive Directors
Phillip Ameen 1 7 7
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Kathleen Casey 1 7 7
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7
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Safra Catz1 1 7
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Laura Cha 1 7
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4/5
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4/5 3
Lord Evans of Weardale 1 7
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7 5 3
Joachim Faber 1 7
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10
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Rona Fairhead 1 7
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4/5 7
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Sam Laidlaw 1 7
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10 5
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Irene Lee2
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3/3
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John Lipsky 1 7
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10 10 5
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Rachel Lomax3 1 7 7 10
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2/2
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5
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Heidi Miller 1 7
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10
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3/5
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Sir Simon Robertson5 1 7
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10 3/3 2/2
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Jonathan Symonds 1 7 7
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5
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Pauline van der Meer Mohr4
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2/2
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1 Resigned from the Board 31 December 2015.
2 Appointed to the Board 1 July 2015.
3 Appointed to the Nomination Committee 24 April 2015.
4 Appointed to the Board 1 September 2015.
5 Resigned from the Financial System Vulnerabilities Committee and the Nomination Committee 24 April 2015 .
Board balance and independence of Directors
The Board comprises a majority of independent non-
executive Directors. At the conclusion of the 2016 AGM, the
Board is expected to comprise 18 Directors (the Group
Chairman, the executive Directors and 14 independent
non-executive Directors). The size of the Board is
considered to be appropriate given the complexity and
geographical spread of the business and the significant
time demands placed on the Directors arising from the
various Board committees that exist to underpin the
Group’s corporate governance framework.
The Nomination Committee regularly reviews the structure,
size and composition of the Board (including skills,
knowledge, experience, independence and diversity) and
makes recommendations to the Board with regard to
any changes.
The Board has adopted a policy on Board diversity which
is consistent with the Group’s strategic focus on ethnicity,
age and gender diversity for the employee base. Further
information on the Board diversity policy can be found on
page 271.
The Board considers all of the non-executive Directors 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 election
by shareholders following appointment as a Director of
HSBC Holdings. Sam Laidlaw, has served on the Board for
more than seven years and Rona Fairhead and Sir Simon
Robertson have served on the Board for more than nine
years and, in that respect only, do not meet the usual
criteria for independence set out in the UK Corporate
Governance Code and the Hong Kong Corporate
Governance Code. The Board has determined Sam Laidlaw,
Rona Fairhead and Simon Robertson to be independent in
character and judgement, notwithstanding their length of
service, taking into account their continuing level of
constructive challenge of management and strong
contribution to Board discussions. Rona Fairhead and Sir
Simon Robertson will retire from the Board at the 2016
Annual General Meeting.
The Board has concluded that there are no relationships or
circumstances which are likely to affect a non-executive
Director’s judgement and any relationships
or circumstances which could appear to do so are not
considered to be material.