HSBC 2012 Annual Report Download - page 312

HSBC HOLDINGS PLC
Report of the Directors: Corporate Governance (continued)
Board of Directors > Directors
310
Powers of the Board
The Board is responsible for managing the business
of HSBC Holdings and, in doing so, may exercise its
powers, 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 any Director
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 fits. 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 delegates the management and day-
to-day running of HSBC to the GMB but retains to
itself approval of certain matters including operating
plans, risk appetite and performance targets,
procedures for monitoring and controlling 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.
During 2012 the Board adopted terms of
reference which are available at www.hsbc.com/1/2/
about/board-of-directors. The Board will review its
terms of reference annually.
The Directors who served during the year
were S A Catz, L M L Cha, M K T Cheung,
J D Coombe, J Faber (appointed 1 March 2012),
R A Fairhead, D J Flint, A A Flockhart (retired
31 July 2012), S T Gulliver, J W J Hughes-Hallett,
W S H Laidlaw, J P Lipsky (appointed 1 March
2012), J R Lomax, I J Mackay, G Morgan (retired
25 May 2012), N R N Murthy (retired 31 December
2012), Sir Simon Robertson, J L Thornton and
Sir Brian Williamson (retired 25 May 2012).
HSBC Holdings was registered in Hong Kong
under part XI of the Companies Ordinance on
17 January 1991.
Board meetings
Eight Board meetings and a one-day strategy
meeting were held in 2012. At least one Board
meeting each year is held in a key strategic location
outside the UK. During 2012, Board meetings were
held in Hong Kong and Washington D.C.
The table below shows each Director’s
attendance at meetings of the Board held while he or
she was a Director during 2012. One meeting of the
Board was held at short notice in 2012.
Twelve meetings of committees of the Board
appointed to discharge specific business were held
during 2012. These meetings are not shown in the
table below.
During 2012, the non-executive Directors and
the Group Chairman met twice without the other
executive Directors. The non-executive Directors
also met twice without the Group Chairman,
including to appraise the Group Chairman’s
performance.
Attendance record
Meetings
attended
Meetings
eligible to
attend as
a Director
S A Catz .................................. 8 8
L M L Cha ............................... 8 8
M K T Cheung ........................ 8 8
J D Coombe ............................ 8 8
J Faber1,2 .................................. 6 6
R A Fairhead3 .......................... 6 8
D J Flint .................................. 8 8
A A Flockhart4 ........................ 4 5
S T Gulliver ............................ 8 8
J W J Hughes-Hallett .............. 7 8
W S H Laidlaw ....................... 8 8
J P Lipsky1 .............................. 6 6
J R Lomax ............................... 8 8
I J Mackay ............................... 8 8
G Morgan5 ............................... 4 4
N R N Murthy6 ........................ 7 8
Sir Simon Robertson ............... 8 8
J L Thornton ........................... 8 8
Sir Brian Williamson5 ............. 4 4
Meetings held in 2012 ........... 8
1 Appointed a Director on 1 March 2012.
2 Also attended one meeting by invitation before becoming a
Director.
3 Took a temporary leave of absence due to illness.
4 Retired as a Director on 31 July 2012.
5 Retired as a Director on 25 May 2012.
6 Retired as a Director on 31 December 2012.