HSBC 2012 Annual Report Download - page 345

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Overview Operating & Financial Review Corporate Governance Financial Statements Shareholder Information
Authority to allot shares
At the Annual General Meeting in 2012, shareholders renewed the general authority for the Directors to allot new
shares. The general authority is to allot up to 3,624,050,000 ordinary shares, 15,000,000 non-cumulative preference
shares of £0.01 each, 15,000,000 non-cumulative preference shares of US$0.01 each and 15,000,000 non-cumulative
preference shares of €0.01 each. Within this, the Directors have authority to allot up to a maximum of 906,012,000
ordinary shares wholly for cash to persons other than existing shareholders.
Other than as described above, the Directors did not allot any shares during 2012.
Treasury shares
In accordance with the terms of a waiver granted by the Hong Kong Stock Exchange on 19 December 2005, HSBC
Holdings will comply with the applicable law and regulation in the UK in relation to the holding of any shares in
treasury and with the conditions of the waiver in connection with any shares it may hold in treasury. No shares are
currently held in treasury.
Directors’ interests
Pursuant to the requirements of the UK Listing Rules and according to the register of Directors’ interests maintained
by HSBC Holdings pursuant to section 352 of the Securities and Futures Ordinance of Hong Kong, the Directors of
HSBC Holdings at 31 December 2012 had the following interests, all beneficial unless otherwise stated, in the shares
and loan capital of HSBC Holdings and its associated corporations:
Directors’ interests – shares and loan capital
At 31 December 2012
At
1 January
2012
Beneficial
owner
Child
under 18
or spouse
Jointly
with
another
person Trustee
Total
interests1
HSBC Holdings ordinary shares
J D Coombe ...................................... 21,139 22,387 – – – 22,387
R A Fairhead ..................................... 21,300 – – 21,300 – 21,300
D J Flint ............................................ 272,861 313,326 – – 37,1622 350,488
S T Gulliver ...................................... 2,731,100 2,553,592 176,885 – – 2,730,477
J W J Hughes-Hallett ........................ 46,952 – – – – –
W S H Laidlaw ................................. 31,872 32,252 – – 1,4162 33,668
J P Lipsky3 ........................................ – 15,000 – – – 15,000
I J Mackay ......................................... 133,648 118,813 – – – 118,813
Sir Simon Robertson ......................... 176,709 9,486 – – 167,7502 177,236
J L Thornton4 .................................... 10,250 – 10,250 – – 10,250
US$000 US$000 US$000 US$000 US$000 US$000
HSBC Holdings
6.5% Subordinated Notes 2036
L M L Cha ........................................ 300 300 – – – 300
RMBm RMBm RMBm RMBm RMBm RMBm
HSBC Bank 2.875% Notes 2015
J Faber5.............................................. – 5.1 – – – 5.1
1 Details of executive Directors’ other interests in HSBC Holdings ordinary shares arising from the HSBC Holdings savings-related share
option plans, the HSBC Share Plan and the HSBC Share Plan 2011 are set out in the Directors’ Remuneration Report on page 363. At
31 December 2012, the aggregate interests under the Securities and Futures Ordinance of Hong Kong in HSBC Holdings ordinary
shares, including interests arising through employee share plans were: D J Flint – 566,423; S T Gulliver – 5,178,992 and I J Mackay –
536,205. Each Director’s total interests represents less than 0.03% of the shares in issue.
2 Non-beneficial.
3 Interest in 3,000 listed American Depositary Shares (‘ADS’), which are categorised as equity derivatives under Part XV of the Securities
and Futures Ordinance of Hong Kong. Each ADS represents five HSBC Holdings ordinary shares.
4 Interest of spouse in 2,050 listed ADS.
5 Non-beneficial interest in renminbi (RMB) 1.2m 2.875% Notes 2015.