HSBC 2010 Annual Report Download - page 195

193
Overview Operating & Financial Review Governance Financial Statements Shareholder Information
during Oliver Wyman’s review included experience
and skills of individual Directors, breadth and mix of
skills and expertise across the Board and its
committees, decision making processes, group
culture and dynamics and interaction between the
Board and the executive.
The Oliver Wyman report concluded that the
Board operates effectively with a number of
important strengths. The report identified some areas
where effectiveness could be enhanced.
The report was used by the Board in its annual
evaluation of its own performance and the
performance of its committees and individual
Directors. The Board will monitor implementation of
actions to address issues arising from its 2010
performance evaluation. All actions arising from the
Board’s 2009 performance evaluation have been
implemented.
It is the intention of the Board to continue to
undertake an evaluation of its performance and that
of its committees and individual Directors annually,
with external input to the process at least every third
year.
Formal evaluation of the individual performance
of each Director is undertaken annually by the
Chairman using the findings of the performance
evaluation process undertaken by the Board. The
Group Chairman has confirmed that all of the non-
executive Directors continue to perform effectively
and to demonstrate commitment to their roles.
The non-executive Directors, led by the senior
independent non-executive Director, are responsible
for the evaluation of the performance of the Group
Chairman.
Oliver Wyman has provided and continues to
provide strategic consultancy services to the Group.
Appointment, retirement and re-election of
Directors
The Board may at any time appoint any person who
is willing to act as a Director, either to fill a vacancy
or as an addition to the existing Board, but the total
number of Directors shall not exceed twenty-five.
Any Director so appointed by the Board shall retire
at the Annual General Meeting following his or her
appointment and shall be eligible for re-election but
is not taken into account in determining the number
of Directors who are to retire by rotation at such
meeting. The Board may appoint any Director to
hold any employment or executive office and may
revoke or terminate any such appointment.
Shareholders may, by ordinary resolution, appoint a
person as a Director or remove any Director before
the expiration of his period of office. On the
recommendation of the Nomination Committee and
in compliance with provision B.7.1 of the UK
Corporate Governance Code, which replaces the
Combined Code on Corporate Governance for
financial years beginning on or after 29 June 2010,
the Board has decided that all of the Directors should
be subject to annual re-election by shareholders.
Accordingly, all of the Directors will retire at the
forthcoming Annual General Meeting and with the
exception of V H C Cheng, who is to retire, offer
themselves for re-election. All the executive
Directors are employed on rolling contracts which
require 12 months’ notice to be given by either party.
None of the non-executive Directors has a service
contract with HSBC.
Brief biographical particulars of all Directors
are given on pages 183 to 187.
Relations with shareholders
The Board ensures all Directors develop an
understanding of the views of major shareholders.
Non-executive Directors are invited to attend analyst
presentations and other meetings with institutional
investors and their representative bodies. Directors
also meet representatives of institutional
shareholders annually to discuss corporate
governance matters.
All executive Directors and other senior
executives hold regular meetings with institutional
investors and report to the Board on those meetings.
Our corporate brokers give bi-annual presentations
to the Board on market views and investor relations.
The Board receives a regular Investor Relations
activity report which provides feedback from
institutional shareholders and brokers, analysts’
forecasts, information from research reports and
share price performance data.
During 2010, Sir Simon Robertson, Deputy
Chairman and senior independent non-executive
Director, J L Thornton and other non-executive
Directors met and corresponded with institutional
investors and their representatives to discuss
strategy, remuneration policy, succession and
governance. As senior independent non-executive
Director, Sir Simon Robertson 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. He