HSBC 2004 Annual Report Download - page 206

HSBC HOLDINGS PLC
Report of the Directors (continued)
204
the non-executive Directors, led by Sir Brian Moffat,
in their evaluation of the performance of the Group
Chairman. The Group Audit Committee, the
Remuneration Committee, the Nomination
Committee and the Corporate Social Responsibility
Committee have also each undertaken a review of
their terms of reference and their own effectiveness
during 2004.
Following this review the Group Chairman has
confirmed that the Directors standing for re-election
at the Annual General Meeting continue to perform
effectively and to demonstrate commitment to their
roles. It is the intention of the Board of HSBC
Holdings to continue to review its performance and
that of its Directors annually.
Seven regular Board meetings were held during
2004. W F Aldinger, Sir John Bond, Lord Butler,
Baroness Dunn, D G Eldon, D J Flint, W K L Fung,
S K Green, S Hintze, A W Jebson, Sir John Kemp-
Welch, Sir Brian Moffat, S W Newton, C S Taylor
and Sir Brian Williamson attended all of the Board
meetings. R K F Ch’ ien, Sir Mark Moody-Stuart and
H Sohmen attended six of the Board meetings. C F
W de Croisset attended the two Board meetings held
before his retirement. W R P Dalton attended all four
Board meetings held before his retirement and Lord
Marshall attended three of the four meetings held
before his retirement. R A Fairhead attended four,
and M F Geoghegan attended all, of the five Board
meetings held following their appointment.
During 2004 the non-executive Directors and
the Group Chairman met twice to discuss Board
performance and succession planning, and the non-
executives met once without the Group Chairman to
discuss his performance.
In addition to the meetings of the principal
committees referred to below, 12 other meetings of
committees of the Board were held during the year
to discharge business delegated by the Board.
The Board ensures all Directors, including non-
executive Directors, develop an understanding of the
views of major shareholders through attendance at
analyst meetings following results announcements
and other ad hoc meetings with investors and their
representative bodies. In April 2004 the Board held
an informal meeting with representatives of
institutional shareholders to discuss corporate
governance matters. An Investor Day, attended by
executive and non-executive Directors, was held in
September 2004 to articulate HSBC’s Managing for
Growth strategy.
The Group Chairman, Group Chief Executive
and the Group Finance Director hold regular
meetings with institutional investors and report to
the Board on those meetings.
All Directors attended the 2004 Annual General
Meeting. At the Annual General Meeting
shareholders may ask questions and are invited to
meet with Directors after the conclusion of the
Meeting.
Sir Brian Moffat, Deputy Chairman and senior
independent non-executive Director, is available to
shareholders should they have concerns which contact
through the normal channels of Group Chairman,
Group Chief Executive, Group Finance Director or
other executives has failed to resolve or for which
such contact would be inappropriate . Sir Brian
Moffat may be contacted through the Group
Company Secretary at 8 Canada Square, London
E14 5HQ.
The Group Chairman’ s principal commitments
outside HSBC are as a non-executive Director of
Ford Motor Company and, since January 2005, as a
non-executive Director of Vodafone Group plc.
During 2004, he ceased to be a member of the Court
of the Bank of England.
Full, formal and tailored induction programmes
are arranged for newly appointed Directors and
opportunities to update and develop skills and
knowledge are provided to all Directors. The terms
and conditions of appointments of non-executive
Directors are available for inspection at 8 Canada
Square, London E14 5HQ and will be made
available for 15 minutes before the Annual General
Meeting and during the Meeting itself.
The Board of HSBC Holdings has adopted a
code of conduct for transactions in Group securities
by Directors and their connected persons that
complies with The Model Code in the Listing Rules
of the Financial Services Authority and, except as
noted below, with The Model Code for Securities
Transactions by Directors of Listed Issuers (‘Hong
Kong Model Code’ ) set out in the Rules Governing
the Listing of Securities on The Stock Exchange of
Hong Kong Limited. The Stock Exchange of Hong
Kong has granted certain waivers from strict
compliance with the Hong Kong Model Code,
largely to take into account accepted practices in the
UK, particularly in respect of employee share plans.
Following a specific enquiry, each Director has
confirmed he or she has complied with the code of
conduct for transactions in Group securities
throughout the year.
None of the Directors had, during the year or at
the end of the year, a material interest, directly or