HSBC 2015 Annual Report Download - page 273

HSBC HOLDINGS PLC
271
Strategic Report Financial Review Corporate Governance Financial Statements Shareholder Information
committees. The Committee regularly reviews the
structure, size and composition of the Board including the
balance of skills, knowledge, experience and diversity.
Governance
During 2015, the Nomination Committee held five
meetings. Attendance is set out in the table on page 258.
The Chairman reports matters of significance to the Board
after each meeting.
Committee effectiveness
The effectiveness of the Nomination Committee was
evaluated as part of the overall performance evaluation of
the Board.
Principal activities and
significant issues considered
Action taken
Appointments of new
Directors
Following an external and rigorous selection process, the Committee recommended to the Board the
appointment of four non-executive Directors during 2015: Irene Lee and Pauline van der Meer Mohr,
who joined the Board on 1 July and 1 September, respectively, Paul Walsh, who joined the Board on
1 January 2016, and Henri de Castries, who joins the Board on 1 March 2016.
An external search consultancy, MWM Consulting, is used in relation to the appointment of non-
executive Directors. MWM Consulting has no additional connection with HSBC other than as search
consultant for certain senior executive hires.
The Committee recommended Irene Lee for appointment to the Board because of her extensive
experience in financial services, and her leadership roles in a number of Asian businesses. Pauline van der
Meer Mohr was recommended by the Committee due to her leadership experience in human resources
and legal affairs, together with her regulatory experience. Paul Walsh brings to the Board strategic and
commercial insight and experience from running multiple global consumer businesses.
Henri de Castries brings broad international experience, running one of the world’s largest insurance
companies and a deep understanding of the financial services industry and regulation.
Forward planning The Nomination Committee takes into account the needs and development of the Group’s businesses
and the expected retirement dates of current Directors when considering candidates to join the Board,
ensuring that skills, experience and diversity requirements are satisfied as far as possible.
Board and Committee
composition
The Nomination Committee routinely monitors the size, structure and composition of the Board
including the skills, knowledge, experience, diversity and independence of its non-executive Directors.
The Committee recommended to the Board that all Directors should stand for election or re-election at
the 2016 AGM, with the exception of Rona Fairhead and Simon Robertson whose retirement was
announced during the year. Safra Catz, after eight years of dedicated service as a non-executive Director,
elected to retire at the end of 2015. A number of changes were made to the composition of Committees
during the year to reflect tenure of service and the appointment of new non-executive Directors to the
Board.
Regulatory and policy
developments
The Nomination Committee monitors HSBC’s policies and regulatory developments in relation to Board
composition. Additionally, during 2015 the Committee considered the corporate governance
arrangements for the UK Ring-Fenced Bank, reviewed the Board’s diversity policy and the outcomes of
the Board effectiveness review of its principal subsidiaries.
Diversity The Nomination Committee believes that one of its important duties is to ensure that there is a proper
balance on the Board to reflect diversity and the geographical nature of its business. Appointments to
the Board are made on merit and candidates are considered against objective criteria, having due regard
to the benefits of diversity on the Board. The Board diversity policy is available at
www.hsbc.com/investor-relations/governance/corporate-governance-codes.
The Nomination Committee regularly monitors the implementation of the Board’s diversity policy using
the following measurable objectives: only external search consultants who are signatories to the
Executive Search Firms Voluntary Code of Conduct should be engaged by the Nomination Committee;
and at least 30% of candidates, proposed by search firms for consideration as non-executive Directors,
should be women. We comply with these requirements and, as at the conclusion of the 2016 AGM, 33%
of the Board will be female.
Director training and
development
The Nomination Committee reviews and monitors the training and continuous professional development
of Directors and senior management.
Time commitment and
independence of non-
executive Directors
The Nomination Committee assessed the independence of, and time required from, non-executive
Directors, and is satisfied that all non-executive Directors have the time to fulfil their fiduciary
responsibilities to provide oversight of the business of the Group and serve on the relevant committees
of the Board. All Directors are asked to identify any other significant commitments they may have and
confirm they have sufficient time to discharge what is expected of them as members of the Board.