HSBC 2011 Annual Report Download - page 231

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Overview Operating & Financial Review Corporate Governance Financial Statements Shareholder Information
brokers, analysts’ forecasts, information from
research reports and share price performance data.
Twice each year the Board also receives a report
from one of our corporate brokers on market views
and investor relations.
On several occasions during 2011, non-
executive Directors, including the senior
independent non-executive Director, met or
corresponded with institutional investors and their
representatives to discuss governance, remuneration
and sustainability. In particular there was extensive
consultation on the structure of the Group
Performance Share Plan, the long-term incentive
plan introduced in May 2011, under which awards
are made to executive Directors and senior
executives.
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 cannot resolve or for which such contact
would be inappropriate. He may be contacted
through the Group Company Secretary at 8 Canada
Square, London E14 5HQ.
Conflicts of interest, indemnification of
Directors, relevant audit information and
contracts of significance
The Board has authority to approve Directors’
conflicts and potential conflicts of interest and
has adopted a policy and procedures for the
determination of terms of authorisation for such
situations. The Board’s powers to authorise conflicts
are operating effectively and the procedures are
being followed. A review of situational conflicts
which have been authorised from time to time and
the terms of those authorisations is undertaken by the
Board annually.
Our Articles of Association provide that
Directors are entitled to be indemnified out of the
assets of HSBC Holdings against claims from third
parties in respect of certain liabilities. Such
indemnity provisions have been in place during the
financial year but have not been utilised by the
Directors.
Each person who is a Director at the date of
approval of this report confirms that so far as he or
she is aware, there is no relevant audit information of
which the auditor is unaware and the Director has
taken all the steps that he or she ought to have taken
as a Director in order to make himself or herself
aware of any relevant audit information and to
establish that the auditor is aware of that
information. This confirmation is given pursuant to
section 418 of the Companies Act 2006 and should
be interpreted in accordance therewith and subject to
the provisions thereof.
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 any
HSBC company.
Corporate governance codes
We are committed to high standards of corporate
governance. We have complied throughout the year
with the applicable code provisions of The UK
Corporate Governance Code issued by the Financial
Reporting Council and the Code on Corporate
Governance Practices in Appendix 14 to the Rules
Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited, save that the
Group Risk Committee (all the members of which
are independent non-executive Directors), which was
established in accordance with the recommendations
of the Report on Governance in UK banks and
other financial industry entities, is responsible for
the oversight of internal controls (other than
internal controls over financial reporting) and
risk management systems (Code on Corporate
Governance Practices provision C.3.3 paragraphs (f),
(g) and (h)). If there were no Group Risk Committee,
these matters would be the responsibility of the
Group Audit Committee. The UK Corporate
Governance Code is available at www.frc.org.uk and
the Code on Corporate Governance Practices is
available at www.hkex.com.hk.
The Board has adopted a code of conduct for
transactions in HSBC Group securities by Directors.
The code of conduct complies with The Model Code
in the Listing Rules of the FSA and with The Model
Code for Securities Transactions by Directors of
Listed Issuers (‘Hong Kong Model Code’) set out in
the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, save that
The Stock Exchange of Hong Kong Limited has
granted certain waivers from strict compliance with
the Hong Kong Model Code. The waivers granted
by The Stock Exchange of Hong Kong Limited
primarily take into account accepted practices in the
UK, particularly in respect of employee share plans.
Following a specific enquiry, each Director has
confirmed he or she has complied with the code of
conduct for transactions in HSBC Group securities
throughout the year.