HSBC 2008 Annual Report Download - page 292

HSBC HOLDINGS PLC
Report of the Directors: Governance (continued)
Board of Directors > The Board > Group Chairman and Group Chief Executive
290
Board of Directors
The Board
The objective of the management structures within
HSBC, headed by the Board of Directors of HSBC
Holdings and led by the Group Chairman, is to
deliver sustainable value to shareholders.
Implementation of the strategy set by the Board is
delegated to the Group Management Board under the
leadership of the Group Chief Executive.
HSBC Holdings has a unitary Board of
Directors. The authority of each Director is exercised
in Board Meetings where the Board acts collectively
as a unit. At 2 March 2009, the Board comprises the
Group Chairman, Group Chief Executive, four other
executive Directors and 15 non-executive Directors.
The names and brief biographical particulars of the
Directors are listed on pages 281 to 285. The Group
Chairman, Group Chief Executive and four other
executive Directors are employees who carry out
executive functions in HSBC in addition to their
duties as Directors. Non-executive Directors are not
HSBC employees and do not participate in the daily
business management of HSBC. Non-executive
Directors bring an external perspective,
constructively challenge and help develop
proposals on strategy, scrutinise the performance of
management in meeting agreed goals and objectives
and monitor the reporting of performance. The non-
executive Directors have a wealth of experience
across a number of industries and business sectors,
including the leadership of large, complex
multinational enterprises. The roles of non-executive
Directors as members of Board committees are
described on pages 290 to 291. It is estimated that
non-executive Directors devote 24 days per annum
to HSBC business after an induction phase, with
Committee members devoting significant additional
time.
The Board is responsible for managing the
business of HSBC Holdings and, in doing so, may
exercise all of the powers of HSBC Holdings,
subject to any relevant laws and regulations and to
the Memorandum and Articles of Association. In
particular, the Board may exercise all the powers of
the Company to borrow money and to mortgage or
charge all or any part of the undertaking, property or
assets (present and future) of HSBC Holdings and
may also exercise any of the powers conferred on it
by the Companies Act 1985 and Companies Act
2006 (as appropriate) and/or by shareholders. The
Board is able to delegate and confer on certain
Directors holding executive office any of its powers,
authorities and discretions (including the power to
sub-delegate) for such time and on such terms as it
thinks fit. In addition, the Board may establish any
local or divisional boards or agencies for managing
the business of HSBC Holdings in any specified
locality and delegate and confer on any local or
divisional board, manager or agent so appointed any
of its powers, authorities and discretions (including
the power to sub-delegate) for such time and on such
terms as it thinks fit. The Board may also, by power
of attorney or otherwise, appoint any person or
persons to be the agent of HSBC Holdings and may
delegate to any such person or persons any of its
powers, authorities and discretions (including the
power to sub-delegate) for such time and on such
terms as it thinks fit.
The Board sets the strategy for the Group and
approves the operating plans presented by
management for the achievement of the strategic
objectives. The operating plans ensure the efficient
disposition of HSBC’s resources for the achievement
of these objectives. The Board delegates the
management and day-to-day running of HSBC to the
Group Management Board but retains to itself
approval of certain matters including operating plans
and performance targets, procedures for monitoring
and control of operations, the authority or the
delegation of authority to approve credit, market risk
limits, acquisitions, disposals, investments, capital
expenditure or realisation or creation of a new
venture, specified senior appointments, and any
substantial change in balance sheet management
policy.
The Directors who served during the year were,
Lord Butler, S A Catz, V H C Cheng, J D Coombe,
Baroness Dunn, J L Durán, R A Fairhead, D J Flint,
A A Flockhart, W K L Fung, M F Geoghegan,
S K Green, S T Gulliver, J W J Hughes-Hallett,
W S H Laidlaw, J R Lomax, Sir Brian Moffat, Sir
Mark Moody-Stuart, G Morgan, N R N Murthy,
S W Newton, S M Robertson, J L Thornton and Sir
Brian Williamson.
The Board of Directors meets regularly and
Directors receive information between meetings
about the activities of committees and developments
in HSBC’s business.
Eight Board meetings were held during 2008.
The table that follows gives details of each
Director’s attendance at meetings of the Board,
Group Audit Committee, Nomination Committee
and Remuneration Committee held whilst he or she
was a Director or member during 2008.
During 2008, the non-executive Directors and
the Group Chairman met twice without the other
executive Directors. In addition, the non-executive