HSBC 2007 Annual Report Download - page 298

HSBC HOLDINGS PLC
Report of the Directors: Governance (continued)
Board of Directors / The Board
296
met four times without the Group Chairman
including a meeting to appraise the Group
Chairman’s performance.
In addition to the meetings of the principal
Committees referred to in the following pages,
sixteen other meetings of Committees of the Board
were held during the year to discharge business
delegated by the Board.
All Directors attended the 2007 Annual General
Meeting.
Board Meetings
Group Audit
Committee Meetings
Nomination
Committee Meetings
Remuneration
Committee Meetings
Attended Possible1Attended Possible Attended Possible Attended Possible
Lord Butler .................... 7 8 – – – – – –
Baroness Dunn .............. 8 8 – – 2 2 – –
R K F Ch’ien ................. 5 522 32– – – –
J D Coombe .................. 8 8 7 7 – – 8 8
R A Fairhead ................. 6 8 7 7 – – – –
D J Flint ........................ 8 8 – – – – – –
W K L Fung .................. 6 8 – – – – 4 43
M F Geoghegan ............ 8 8 – – – – – –
J F Gil Díaz4 .................. – 3 – – – – – –
S K Green ...................... 8 8 – – – – – –
S Hintze ......................... 5 52– – – – 3 42
J W J Hughes-Hallett .... 7 8 6 7 2 2 – –
Sir Brian Moffat ............ 7 8 3 332 2 – –
Sir Mark Moody-Stuart 8 8 – – – – 8 8
G Morgan ...................... 6 8 – – – – 4 45
S W Newton .................. 8 8 4 45– – – –
S M Robertson .............. 7 8 – – 1 2 – –
H Sohmen ..................... 4 52– – – – – –
Sir Brian Williamson .... 8 8 – – 2 2 – –
1 Includes a meeting called at short notice in February 2007 to discuss a trading update about the mortgage services operation in HSBC
Finance Corporation.
2 Retired as a Director on 25 May 2007.
3 Ceased to be a member on 25 May 2007.
4 Retired as a Director on 5 March 2007.
5 Appointed a member on 25 May 2007.
Group Chairman and Group Chief Executive
The roles of Group Chairman and Group Chief
Executive are separated and held by experienced
full-time Directors.
There is a clear division of responsibilities at the
head of the Company between the running of the
Board and the executive responsibility for running
HSBC’s business. The Group Chairman’s
responsibilities include the long-term strategic
development of HSBC, the development of
relationships with governments and other significant
external parties and performance appraisal of the
Group Chief Executive. The Group Chairman also
monitors the performance of the Group Finance
Director and, subject to the Group Chief Executive’s
recommendation, approves risk, capital allocation
and capital investment decisions within authorities
delegated by the Board. The Group Chief Executive
has responsibility for developing business plans and
delivering performance against these.
S K Green became Group Chairman at the
conclusion of the Annual General Meeting on
26 May 2006 and M F Geoghegan succeeded
S K Green as Group Chief Executive. The
appointments were made after consulting with
representatives of major institutional investors and
explaining the succession planning and independent
external search process undertaken. S K Green and
M F Geoghegan stood for re-election at the 2006
Annual General Meeting and were both re-elected
ahead of taking up their new roles from the
conclusion of that Meeting.
Board balance and independence of
Directors
The balance of the Board includes a strong presence
of both executive and non-executive Directors such
that no individual or small group can dominate the
Board’s decision making. Following the 2008
Annual General Meeting, the Board will comprise
19 Directors, 12 of whom are independent non-
executive Directors. The size of the Board is
appropriate given the complexity and geographical
spread of HSBC’s business and the significant time
demands placed on the non-executive Directors,
particularly those who serve as members of Board
committees.