HSBC 2014 Annual Report Download - page 98

HSBC BANK PLC
Report of the Directors: Corporate Governance (continued)
96
Board of Directors
The objectives of the management structures within the
bank, headed by the Board of Directors and led by the
Chairman, are to deliver sustainable value to
shareholders. Implementation of the strategy set by the
Board is delegated to the bank’s Executive Committee.
The Board meets regularly and Directors receive
information between meetings about the activities of
committees and developments in the bank’s business. All
Directors have full and timely access to all relevant
information and may take independent professional
advice if necessary.
The names of Directors serving at the date of this report
and brief biographical particulars for each of them are
set out on pages 94 to 95.
All Directors, including those appointed by the Board to
fill a casual vacancy, are subject to annual re-election at
the bank’s Annual General Meeting. Non-executive
Directors have no service contracts.
Following the resignation of Jim Leng as Chairman on 31
December 2013, the responsibilities of the Chairman
were carried out by John Trueman, as Deputy Chairman,
until the appointment of Jonathan Symonds on 14 April
2014. Samir Assaf was appointed as a Director on 28
March 2014.
Peter Shawyer resigned as a Director on 6 January 2014
and Piraye Antika and Alan Thomson resigned as
Directors on 31 October 2014. Alan Thomson resigned as
a member of the Audit Committee, Risk Committee and
Chairman’s Nominations and Remuneration Committee
on 31 October 2014.
Directors’ emoluments
Details of the emoluments of the Directors of the bank
for 2014, disclosed in accordance with the Companies
Act, are shown in Note 5 ‘Employee compensation and
benefits’.
Board committees
The Board has appointed a number of committees, the
membership of which comprise certain Directors and,
where appropriate, senior executives.
All of the members of the Audit Committee, Risk
Committee and Chairman’s Nominations and
Remuneration Committee, who served during 2014,
were independent non-executive Directors.
As at the date of this report, the following are the
principal committees:
Audit Committee
The Audit Committee is accountable to the Board and
has non-executive responsibility for oversight of and
advice to the Board on financial reporting related
matters and internal controls over financial reporting.
The Audit Committee meets regularly with the bank’s
senior financial and internal audit management and the
external auditor to consider, inter alia, the bank’s
financial reporting, the nature and scope of audit
reviews and the effectiveness of the systems of internal
control relating to financial reporting.
The current members of the Audit Committee are
Thierry Moulonguet (Chairman), Simon Leathes and John
Trueman.
Thierry Moulonguet was appointed Chairman of the
Committee on 18 November 2014 in succession to Alan
Thompson.
Risk Committee
The Risk Committee is accountable to the Board and has
non-executive responsibility for oversight of and advice
to the Board on high level risk related matters and risk
governance.
The Risk Committee meets regularly with the bank’s
senior financial, risk, internal audit and compliance
management and the external auditor to consider, inter
alia, risk reports and internal audit reports and the
effectiveness of compliance.
The Risk Committee has delegated responsibility for
reviewing the risks associated with the bank’s IT
infrastructure, its performance, appropriateness,
resilience, recovery and resolution plans to a sub-
committee, the IT Infrastructure Committee. The IT
Infrastructure Committee is chaired by Rosemary Martin
an independent non-executive Director of the bank.
The current members of the Risk Committee are Simon
Leathes (Chairman), Denise Holt, Thierry Moulonguet
and John Trueman.
Simon Leathes was appointed Chairman of the
Committee on 31 October 2014 in succession to John
Trueman who remains as a member.
Chairman’s Nominations and Remuneration
Committee
The Chairman’s Nominations and Remuneration
Committee, formerly named the Chairman’s Committee,
has responsibility for: (i) leading the process for Board
appointments and for identifying and nominating, for the
approval of the Board, candidates for appointment to
the Board; (ii) the endorsement of the appointment of
the chairman and any director to the Board of certain
subsidiaries of the bank; and (iii) reviewing the
implementation and appropriateness of the Group’s
remuneration policy and the remuneration of the bank’s
senior executives.
The current members of the Chairman’s Nominations
and Remuneration Committee are Jonathan Symonds
(Chairman), Simon Leathes, Rosemary Martin and John
Trueman.
Executive Committee
The Executive Committee meets regularly and operates
as a general management committee under the direct
authority of the Board, exercising all of the powers,
authorities and discretions of the Board in so far as they
concern the management and day to day running of the
bank, in accordance with such policies and directions as
the Board may from time to time determine. The
members of the Executive Committee include two of the
bank's executive Directors, namely Alan Keir (Committee
Chairman) and Antonio Simoes.
Regular Risk Management Meetings of the Executive
Committee, chaired by the Chief Risk Officer, EMEA, are