HSBC 2015 Annual Report Download - page 263

HSBC HOLDINGS PLC
261
Strategic Report Financial Review Corporate Governance Financial Statements Shareholder Information
Director performance evaluation
Evaluation of the individual performance of each non-
executive Director is undertaken annually by the Group
Chairman. During this evaluation, the Group Chairman
discusses the individual contribution of the Director,
explores training and development needs, seeks input
on areas where the Director feels he or she could make
a greater contribution and discusses whether the time
commitment required of the Director can continue to
be delivered. Based upon their individual evaluation,
the Group Chairman has confirmed that all of the non-
executive Directors continue to perform effectively,
contribute positively to the governance of HSBC and
demonstrate full commitment to their roles.
Evaluation of the individual performance of each executive
Director is undertaken as part of the performance
management process for all employees, the results of which
are considered by the Group Remuneration Committee when
determining variable pay awards each year.
The non-executive Directors, led by the senior independent
non-executive Director, were responsible for the evaluation
of the performance of the Group Chairman.
The Board monitors the implementation of actions arising
from each performance evaluation.
It is the intention of the Board to continue to undertake an
evaluation of its performance and that of its committees and
individual Directors annually, with independent external
input to the process, as appropriate, at least every third year.
The 2015 performance evaluation review process is being
undertaken currently by the JCA Group, an independent
third-party firm.
Relations with shareholders
All Directors are encouraged to develop an understanding
of the views of major shareholders. Non-executive
Directors are invited to attend analyst presentations and
other meetings with institutional investors and their
representative bodies. During the year, a corporate
governance seminar, hosted by the Group Chairman and
the principal committee chairs, was held in London to
which a number of institutional shareholders and their
representative bodies were invited.
All executive Directors and certain other senior executives
hold regular meetings with institutional investors. The
Board receives a regular investor relations activity report
which provides feedback from meetings with institutional
shareholders and brokers, analysts’ forecasts, information
from research reports and share price performance data.
The Board also receives regular reports from its corporate
brokers.
The Group’s shareholder communication policy is available
on www.hsbc.com/about-hsbc/corporate-governance/
corporate-governance-codes.
On several occasions during 2015, non-executive Directors,
including the senior independent non-executive Director,
chair of the Nomination Committee and chair of the
Remuneration Committee, met or corresponded with
institutional investors and their representatives to discuss
corporate governance topics and executive remuneration.
As senior independent non-executive Director, Rachel
Lomax is available to shareholders should they have
concerns which cannot be resolved or for which such
contact would be inappropriate through the normal
channels of Group Chairman, Group Chief Executive, Group
Finance Director, Group Chief Risk Officer, or other
executives. Ms Lomax may be contacted through the Group
Company Secretary at 8 Canada Square, London E14 5HQ.
Conflicts of interest, indemnification of
Directors and contracts of significance
The Board has adopted a policy and procedures relating
to Directors’ conflicts of interest and can determine the
terms of authorisation for such situations. Should they
arise, the Board’s powers to authorise conflicts are
operating effectively and the procedures are being
followed. A review of situational conflicts which have been
authorised from time-to-time and the terms of those
authorisations are undertaken by the Board annually.
The Articles of Association provide that Directors are
entitled to be indemnified out of the assets of HSBC
Holdings against claims from third parties in respect of
certain liabilities. All Directors have the benefit of directors’
and officers’ liability insurance.
None of the Directors had, during the year or at the end
of the year, a material interest, directly or indirectly, in
any contract of significance with any HSBC company.