HSBC 2015 Annual Report Download - page 258

Report of the Directors: Corporate Governance (continued)
Corporate governance codes / Board of Directors
HSBC HOLDINGS PLC
256
Corporate governance
codes
HSBC is committed to high standards of corporate
governance.
During 2015, HSBC complied with the applicable code
provisions of: (i) the UK Corporate Governance Code issued
by the Financial Reporting Council in September 2014; and
(ii) the Hong Kong Corporate Governance Code set out in
Appendix 14 to the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited. The UK
Corporate Governance Code is available at www.frc.org.uk
and the Hong Kong Corporate Governance Code is available
at www.hkex.com.hk.1
The Board has adopted a dealing code for transactions
in HSBC Group securities by Directors (Code for Dealing in
HSBC Group Securities). This code of conduct meets the
requirements of the FCA Listing Rules and the Rules
Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited, save that The Stock Exchange of Hong
Kong Limited has granted waivers from strict compliance
with the Rules which take into account accepted practices in
the UK, particularly in respect of employee share plans.
Following specific enquiry, each Director has confirmed
that he or she has complied with the code of conduct
throughout the year. All Directors are routinely reminded of
their obligations under the Code for Dealing in HSBC Group
securities.
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1 The Group Risk Committee is responsible for the oversight of internal
control (other than internal control over financial reporting)
and risk management systems (Hong Kong Corporate Governance
Code provision C.3.3 paragraphs (f), (g) and (h)). If there were no
Group Risk Committee, these matters would be the responsibility of
the Group Audit Committee.
Board of Directors
The Board of Directors of HSBC Holdings (the ‘Board’) aims
to promote the long-term success of the Company and
deliver sustainable value to its shareholders.
Led by the Group Chairman, the Board sets the strategy
and risk appetite for the Group and approves capital and
operating plans presented by management for the
achievement of the strategic objectives. Implementation
of the strategy is delegated to the Group Chief Executive.
Directors
The names and brief biographical details of the Directors
are included on pages 249 to 254.
Executive Directors
The Group Chairman, Group Chief Executive, Group
Finance Director and Group Chief Risk Officer are HSBC
employees.
Non-executive Directors
Non-executive Directors are not HSBC employees and
do not participate in the daily management of HSBC; they
bring an independent perspective, constructively challenge
and help develop proposals on strategy, scrutinise the
performance of management in meeting agreed goals and
objectives and monitor the Group’s risk profile and the
reporting of performance. The non-executive Directors
bring a wide variety of experience from the public and
private sectors, including the leadership of large complex
multinational enterprises.
Non-executive Directors’ terms of appointment
The Board has determined the minimum time commitment
expected of non-executive Directors to be about 30 days per
annum. Time devoted to the Company could be considerably
more, particularly if serving on Board committees.
Non-executive Directors are appointed for an initial three-
year term and, subject to re-election by shareholders at
annual general meetings, are typically expected to serve
two three-year terms. The Board may invite a director to
serve additional periods. All Directors are subject to annual
election by shareholders.
Letters setting out the terms of appointment of each of the
non-executive Directors are available for inspection at the
Company’s registered office in London.
Group Chairman and Group Chief Executive
The roles of Group Chairman and Group Chief Executive are
separate, with a clear division of responsibilities between
the running of the Board and the executive responsibility
for running HSBC’s business. Descriptions of the roles
and responsibilities of the Group Chairman and the Group
Chief Executive are available at www.hsbc.com/about-
hsbc/corporate-governance/board-committees. Their key
responsibilities are set out below.