HSBC 2015 Annual Report Download - page 272

Report of the Directors: Corporate Governance (continued)
Board committees
HSBC HOLDINGS PLC
270
Group Remuneration Committee
Members1
Sam Laidlaw (Chairman)
John Lipsky
Pauline van der Meer Mohr (from 1 January 2016)
Sir Simon Robertson1
Paul Walsh (from 1 January 2016)
1 Sir Simon Robertson will be retiring from the Board at the April 2016
Annual General Meeting.
Role and responsibilities
The role and responsibilities of the Group Remuneration
Committee are set out in its terms of reference. The
terms of reference can be found on our website at
www.hsbc.com/about-hsbc/corporate-governance/board-
committees.
The Committee is responsible for setting the over-arching
principles, parameters and governance framework of the
Group’s remuneration policy and the remuneration of
executive Directors and other senior Group employees.
The Committee regularly reviews the effectiveness of the
remuneration policy of the Company and its subsidiaries in
the context of consistent and effective risk management.
No Directors are involved in deciding their own
remuneration.
Further details on the remuneration arrangements for
Directors may be found in the Directors’ Remuneration
Report on pages 285 to 321.
During 2015, the Group Remuneration Committee held
10 meetings. Attendance is set out in the table on
page 258.
Committee effectiveness
The effectiveness of the Group Remuneration Committee
was evaluated as part of the overall performance evaluation
of the Board. More information can be found under the
Performance Evaluation section on page 260.
Nomination Committee
I am pleased to present the 2015 report of the Nomination
Committee. During 2015, HSBC appointed two new independent
non-executive Directors, Irene Lee and Pauline van der Meer
Mohr. The appointments of Paul Walsh and Henri de Castries as
two further independent non-executive Directors were
announced in 2015. Paul Walsh joined the Board on 1 January
2016 and we look forward to welcoming Henri de Castries on
1 March 2016. As I outline overleaf, these appointments bring
substantial additional strength to the Board and have further
broadened its existing expertise and experience.
The Committee continually seeks to ensure that the Board’s
composition is aligned to the Group’s strategic priorities. A
matrix of Directors’ skills and experience, also reflecting the
diversity of the Board’s composition, including gender, is
regularly reviewed by the Committee and is central to the
succession planning process for non-executive Director
appointments. HSBC has been active in promoting gender
diversity, such that women currently make up 33% of the Board
although the Committee will continue to focus on initiatives
towards achieving a greater gender balance, both at Board level
and below.
The Committee has also conducted an annual review of the
Group’s executive succession plan. This aspect of the
Committee’s succession planning responsibilities has become an
increasingly important area for both management and the
Committee, reflecting the people risk to which a group of HSBC’s
size and scale is exposed.
During the year, membership of the Board’s committees has
been refreshed to ensure that there are clear linkages between
them. The work of each committee is reported to the Board by
the respective committee chair and cross-committee
membership of non-executive directors helps to ensure a more
cohesive governance structure.
During the course of the year we welcomed Rachel Lomax onto
the Committee. I should like to thank Sir Simon Robertson, who
stepped down as its Chairman at the conclusion of the 2015
AGM for his contribution to the Committee and who, together
with Rona Fairhead, leaves the Board at the conclusion of the
2016 AGM. Their wisdom and counsel will be much missed.
Sam Laidlaw Chairman
Nomination Committee
22 February 2016
Members
Sam Laidlaw (Chairman)
Laura Cha
Rona Fairhead
John Lipsky
Rachel Lomax
Role and responsibilities
The role and responsibilities of the Nomination Committee
are set out in its terms of reference, which can be found
on our website at www.hsbc.com/about-hsbc/corporate-
governance/board-committees.
The Nomination Committee has non-executive responsibility
for leading the process for Board appointments and for
identifying and nominating, for approval by the Board,
candidates for appointment to the Board. The Committee
is responsible for succession planning for both executive
and non-executive directors and membership of Board