HSBC 2012 Annual Report Download - page 303

HSBC HOLDINGS PLC
Report of the Directors: Corporate Governance
Corporate Governance Report / Letter from the Group Chairman
301
Overview Operating & Financial Review Corporate Governance Financial Statements Shareholder Information
Corporate Governance
Page
App1
Corporate Governance Report .................. 301
Letter from the Group Chairman ............. 301
Directors ....................................................... 302
Secretary ...................................................... 307
Adviser to the Board ................................... 307
Group Managing Directors ........................ 308
Board of Directors ....................................... 309
Directors ........................................................ 309
Corporate governance codes ......................... 316
Board committees ........................................ 318
Group Management Board ............................ 318
Group Audit Committee ................................ 319
Group Risk Committee ................................. 323
Financial System Vulnerabilities
Committee ..................................................... 328
Group Remuneration Committee .................. 329
Nomination Committee ................................. 329
Corporate Sustainability Committee ............. 330
Internal control ............................................ 332
Going concern basis .................................... 334
Employees .................................................... 335
Global People Survey .................................... 335
Reward .......................................................... 335
Employee relations ........................................ 335
Diversity and inclusion ................................. 335
Staff development ......................................... 335
Employment of disabled persons .................. 336
Health and safety ........................................... 336
Remuneration policy ..................................... 336
Employee share plans .................................... 336
Other required disclosures ......................... 339
Share capital .................................................. 340
Directors’ interests ........................................ 343
Supplier payment policy ............................... 344
Dividends and shareholders .......................... 344
2013 Annual General Meeting ................... 339
1 Appendix to Report of the Directors.
Corporate Governance Report
The statement of corporate governance practices
set out on pages 301 to 370 and information
incorporated by reference constitutes the Corporate
Governance Report of HSBC Holdings. The reports
of Board Committees are contained within the
Corporate Governance Report.
Letter from the Group Chairman
Dear Shareholder
At HSBC, we are committed to the highest standards
of corporate governance. This is more important than
ever in light of developments and changes in
regulatory policy for financial services, society’s
view of the role of banks and the need to maintain
investor confidence. We believe that a strong and
transparent corporate governance framework is
directly linked to the long-term success of the
Group.
A values-led culture, high behavioural standards
and robust procedures are fundamental to a strong
corporate governance framework. As we reported
to you last year, a renewed emphasis has been placed
on values at HSBC, ensuring our employees are
empowered to do the right thing and act with
courageous integrity. The role played by HSBC
Values in daily operating practice is fundamental
to our culture and HSBC Values continue to be
embedded in how we conduct our business.
In my statement to shareholders on pages 4 to 7
of the Annual Report and Accounts 2012, I outline
the significant challenges faced by the Group, both
during the year and in the future, and the way we
endeavour to address these challenges. We now have
the structure to help us reduce complexity and to run
the Group more effectively on a global basis. We are
formulating and implementing global standards to
ensure that our conduct matches our values.
In this Corporate Governance Report, we outline
the way in which the Group’s corporate governance
framework operates, including the role and
responsibilities of the Board and each of its
Committees. We continue to review and develop this
framework in light of changes in the Group’s
businesses and the external environment, taking
into account the views of external parties where
appropriate. As in previous years, we have benefited
from input from a third-party facilitator whose report
was used by the Board in its annual review of its own
effectiveness.
Ensuring there is an appropriate balance
of skills, knowledge and experience on the Board is
an important aspect of corporate governance. The
expertise and experience of our Board was
augmented in 2012 with the appointments of
Joachim Faber, former Chief Executive Officer of
Allianz Global Investors AG, and John Lipsky,
former First Deputy Managing Director of the
International Monetary Fund. It was augmented
further in 2013 with the appointments of Renato
Fassbind, former Chief Financial Officer of Credit