HSBC 2015 Annual Report Download - page 304

Directors’ Remuneration Report (continued)
Annual report on remuneration
HSBC HOLDINGS PLC
302
Annual report on
remuneration
Remuneration Committee
Role
Within the authority delegated by the Board, the
Committee is responsible for approving the Group’s
remuneration policy. The Committee also determines the
remuneration of executive Directors, senior employees,
and employees whose activities have or could have a
material impact on our risk profile. No executive Directors
are involved in deciding their own remuneration.
Membership
The members of the Group Remuneration Committee
during 2015 were Sir Simon Robertson (stepped down as
Chairman of this Committee on 24 April 2015), Sam Laidlaw
(appointed Chairman on 24 April 2015), and John Lipsky.
Pauline van der Meer and Paul Walsh joined the Group
Remuneration Committee on 1 January 2016.
Activities
The Committee met 11 times during 2015. The following is
a summary of the Committee’s key activities during 2015.
Details of the Committee’s key activities
Month Activities Month Activities
January • 2014 performance year pay review matters
• Directors’ Remuneration report
• Share Plan – HSBC UK Share Incentive Plan
• Governance matters
May • Remuneration policy review
• 2015 Material Risk Taker review
• Update on notable events
• Regulatory updates
• Country/business policies and practice
• Governance reports
February • 2014 performance year pay review matters
• 2015 GPSP and Group CEO Annual Scorecards
• Update on notable events
• Downward Override Policy
• 2014 Directors’ Remuneration Report and
Strategic Report
• Regulatory submissions and disclosures
• Governance matters
July • Country/business policies and practice
• Regulatory updates
• Update on notable events
• Remuneration policy design considerations
• Governance matters
March • 2015 Monitor’s report on remuneration-related
matters
• Downward Override Policy
• Final regulatory submissions and disclosures
• Review of draft EBA remuneration guidelines
• 2014 performance year pay review matters
• Country/business policies and practice
• Governance matters
September • Regulatory updates and submissions
• Update on notable events
• Remuneration policy design considerations
• 2015 performance year pay review matters
• Group share plans
• Governance matters
October • G30 study on banking conduct and culture
• Remuneration policy design considerations
• Country/business policies and practice
• Governance matters
April • Performance management and reward survey
• Regulatory update on EBA guidelines and FCA
guidance on ex-post risk adjustment
• Group share plans
• Country/business policies and practice
• Governance matters
November • 2015 performance year pay review matters
• 2015 regulatory submissions
• Update on notable events
• Remuneration policy design considerations
• Shareholder consultation on new remuneration
policy
• Governance matters
December • 2015 performance year pay review matters
• 2015 regulatory submissions
• Governance matters
• Country/business policies and practice
• Group share plans
Advisers
The Committee received input and advice from different
advisers on specific topics during 2015. In 2015, Deloitte
was appointed as an objective, independent adviser to
support the Committee on a one-off basis with respect
to the new remuneration policy.
Deloitte LLP provided benchmarking data on remuneration
policy design considerations and independent advice to
the Committee. Deloitte also provided tax compliance and
other advisory services to the Group. To ensure the advice
from Deloitte was objective, the Committee required the
advice to be independent and distinct from any internal
review and analysis on remuneration policy matters.