HSBC 2009 Annual Report Download - page 305

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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 310 to 313.
Following the recommendations in the Walker
Review, the Nomination Committee undertook a
review of the time commitment of non-executive
Directors. On the recommendation of the
Nomination Committee the Board has agreed that
the time commitment expected of non-executive
Directors should remain at not less than 24 days per
annum and that the total time commitment of non-
executive Directors appointed to the Group Audit
Committee, Group Risk Committee and
Remuneration Committee and the senior
independent non-executive director would be not
less than 30 days per annum. The time commitment
of each non-executive Director is set out in the
Director’s letter of appointment, tailored to reflect
the individual’s Committee appointments from time
to 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 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 or
future) of HSBC Holdings and may also exercise any
of the powers conferred on it by the Companies Act
2006 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. HSBC Holdings was registered
in Hong Kong under part IX of the Companies
Ordinance on 17 January 1991.
The Board sets the strategy for the Group and
approves the risk appetite, capital and operating
plans presented by management for the achievement
of the strategic objectives it has set. The risk
appetite, capital and operating plans ensure the
efficient disposition of HSBC’s resources for the
achievement of these objectives. Following
consideration of all relevant factors, the Board
determined on 2 March 2009 that a 5 for 12
rights issue to raise approximately £12.5 billion
(US$17.8 billion) was in the best interests of HSBC
Holdings and its shareholders. Shareholders
approved the rights issue at a General Meeting held
on 19 March 2009. The 5,060,239,065 new ordinary
shares were issued in April 2009.
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, risk appetite 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
S A Catz, V H C Cheng, M K T Cheung (appointed
1 February 2009), J D Coombe, 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 Mark Moody-Stuart, G Morgan, N R N Murthy,
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 2009.
The annual schedule of Board meetings includes an
offsite meeting over three days to consider strategic
matters and business and geographical reviews/
proposals. At least one Board meeting each year is
held in a key strategic location outside the UK, with
an associated business awareness programme.
During 2009, Board meetings and business
awareness programmes were held in the US and
Hong Kong.