HSBC 2012 Annual Report Download - page 320

HSBC HOLDINGS PLC
Report of the Directors: Corporate Governance (continued)
Board committees > Group Management Board / Group Audit Committee
318
Board committees
Group Audit
Committee
Group Risk
Committee
Nomination
Committee
Corporate
Sustainability
Committee
Board
Group
Remuneration
Committee
Non-executive
responsibility
for oversight
of, and advice
to the Board
on, high level
risk-related
matters
and risk
governance.
Non-executive
responsibility
for setting the
overarching
principles,
parameters
and gover-
nance frame-
work of the
Group’s
remuneration
policy and the
remuneration
of senior
executives.
Non-executive
responsibility
for leading
the process
for Board
appointments
and for
identifying and
nominating,
for approval
by the Board,
candidates
for appoint-
ment to
the Board.
Non-executive
responsibility
for advising
the Board,
committees
of the Board
and executive
management
on corporate
sustainability
policies,
including
environmental,
social and
ethical issues.
Group
Management
Board
Executive
management
committee
which is
responsible for
management
and day-to-day
running of
HSBC under
the direct
authority of
the Board.
KEY ROLE
Financial
System
Vulnerabilities
Committee
Non-executive
responsibility
for oversight of
(i) controls and
procedures to
identify areas
where HSBC
and the
financial
system may
become
exposed to
financial crime
or system
abuse, and (ii)
HSBC policies
and procedures
sufficient to
ensure the
continuing
obligations to
regulatory and
law enforce-
ment agencies
are met.
Non-executive
responsibility
for oversight
of, and advice
to the
Board on,
matters
relating to
financial
reporting.
The Board has established a number of committees
consisting of Directors, Group Managing Directors
and, in the case of the Financial System
Vulnerabilities Committee and Corporate
Sustainability Committee, co-opted non-director
members. The key roles of the principal committees
are described above. The Chairman of each non-
executive Board committee reports to each meeting
of the Board on the activities of the committee since
the previous Board meeting.
The terms of reference of the non-executive
Board committees are available at
www.hsbc.com/boardcommittees. Each non-
executive Board committee reviews its terms of
reference annually.
Appointments of Directors to each non-
executive Board committee are made for periods
of up to three years, extendable by no more than
two additional three-year periods.
Group Management Board
Members1,2 S T Gulliver (Chairman) and I J Mackay,
who are executive Directors, and A Almeida,
S Assaf, I M Dorner, J M Flint, A M Keir,
S A Levey, A M Losada, M M Moses,
S P O’Sullivan, B Robertson and P T S Wong,
all of whom are Group Managing Directors.
1 As at 4 March 2013.
2 M P Kaur has been appointed a member with effect from 1
April 2013.
The head of each global business and global function
and the chief executive of each region attend GMB
meetings, either as members or by invitation.
The GMB meets frequently and exercises the
powers, authorities and discretions of the Board in so
far as they concern the management and day-to-day
running of HSBC Holdings. Matters reserved for
approval by the Board are described on page 310.