HSBC 2005 Annual Report Download - page 205

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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 2005. During 2005, major shareholders
were consulted on the employee share plan proposals
considered at the 2005 Annual General Meeting and
the succession plans for the Group Chairman and
Group Chief Executive.
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.
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 of Vodafone Group plc.
Full, formal and tailored induction programmes
with particular emphasis on internal controls, are
arranged for newly appointed Directors to enable
them to familiarise themselves with HSBC.
Opportunities to update and develop skills and
knowledge, through externally-run seminars and
through briefings by senior executives, 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 Articles of Association of HSBC Holdings
provide that Directors are entitled to be indemnified
out of the assets of the Company against claims from
third parties in respect of certain liabilities arising in
connection with the performance of their functions,
in accordance with the provisions of the UK
Companies Act 1985. Indemnity provisions of this
nature have been in place during the financial year
but have not been utilised by the Directors.
None of the Directors had, during the year or at
the end of the year, a material interest, directly or
indirectly, in any contract of significance with HSBC
Holdings or any of its subsidiary undertakings.
Board committees
The Board has appointed a number of committees
consisting of certain Directors, Group Managing
Directors and, in the case of the Corporate Social
Responsibility Committee, certain co-opted non-
director members. The following are the principal
committees:
Group Management Board
The Group Management Board meets regularly and
operates as a general management committee under
the direct authority of the Board. The objective of
the Group Management Board is to maintain a
reporting and control structure whereby all of the
line operations of HSBC are accountable to
individual members of the Group Management
Board, who in turn report to Group Chairman or
Group Chief Executive. The members of the Group
Management Board are S K Green (Chairman), Sir
John Bond, D J Flint, M F Geoghegan and
A W Jebson, all of whom are executive Directors,
and V H C Cheng, C-H Filippi, S T Gulliver,
D D J John, S N Mehta, Y A Nasr and J J Studzinski,
all of whom are Group Managing Directors.
The Group Management Board exercises the
powers, authorities and discretions of the Board in so
far as they concern the management and day to day
running of HSBC in accordance with such policies
and directions as the Board may from time to time
determine. Matters reserved for approval by the
Board include annual plans and performance targets,
procedures for monitoring and control of operations,
specified senior appointments, acquisitions and
disposals above predetermined thresholds and any
substantial change in balance sheet management
policy. The Group Management Board sub-delegates
credit, investment and capital expenditure authorities
to its members.
Group Audit Committee
The Group Audit Committee meets regularly with
HSBC’s senior financial, internal audit, legal and
compliance management and the external auditor to
consider HSBC Holdings’ financial reporting, the
nature and scope of audit reviews and the
effectiveness of the systems of internal control and
compliance. The members of the Group Audit
Committee throughout 2005 were Sir Brian Moffat
(Chairman), R K F Ch’ien, R A Fairhead and Sir
John Kemp-Welch. J D Coombe was appointed a
member of the Committee with effect from 1 July
2005. J W J Hughes-Hallett has been appointed a
member of the Committee with effect from 1 June
2006. All members of the Committee are