HSBC 2015 Annual Report Download - page 300

Directors’ Remuneration Report (continued)
Directors’ remuneration policy
HSBC HOLDINGS PLC
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Payments on loss of office
Component of
remuneration Approach taken
Fixed pay and benefits Executive Directors may be entitled to payments in lieu of:
• notice, which shall consist of base salary, pension entitlements and other contractual benefits, or an
amount in lieu of; and/or
• accrued but untaken holiday entitlement.
Annual incentives and
long-term incentives
In exceptional circumstances as determined by the Committee, the executive Director may be eligible for
annual incentives and long-term incentives based on the time worked in the performance year and on the
individual executive Director’s contribution.
Unvested deferred awards All unvested awards will be forfeited when an executive Director ceases employment voluntarily and is not
deemed a good leaver. An executive Director may be considered a good leaver at the discretion of the
Committee and the following will apply:
• unvested awards will continue to vest in line with the applicable vesting dates, subject to the original
performance conditions, the share plan rules, malus and clawback provisions; or
• vested shares, subject to retention, will be released to the executive Director on cessation of
employment.
In the event of death unvested awards will vest and will be released to the executive Director’s estate as
soon as practicable.
In respect of outstanding unvested awards, for an individual to be considered as a good leaver, the
Committee needs to be satisfied that the executive has no current or future intention at the date of leaving
HSBC of being employed by any competitor financial services firm. The Committee determines the list of
competitor firms and length of time this restriction applies. If the Committee becomes aware of any
evidence to the contrary before vesting, the award will lapse.
If the executive Director is not deemed a good leaver for purposes of the GPSP, vested shares, subject to
retention, will be released to the executive Director in three equal tranches on each of the first, second and
third anniversary of cessation of employment.
Repatriation Where an executive Director has been relocated as part of their employment, the Committee retains the
discretion to pay the repatriation costs. This may include, but are not restricted to, airfare, accommodation,
shipment, storage, utilities and any tax and social security that may be due in respect of such benefits.
Post-departure benefits Applicable for the duration of the clawback period, up to a maximum of seven years from date of departure
for those who depart under good leaver provisions under the HSBC Share Plan and subject to non-compete
provisions, in accordance with the terms of the policy. Benefits may include medical coverage, tax return
preparation assistance and legal expenses for the duration of the clawback period.
The Committee also has the discretion to extend the post-departure benefit of medical coverage to former
executive Directors, up to a maximum of seven years from their date of departure.
Legal claims The Committee retains the discretion to make payments (including professional and outplacement fees) to
mitigate against legal claims, subject to any such payments being made in accordance with the terms of an
appropriate agreement waiving all claims against the Group.
Change of control In the event of a change of control, outstanding awards will be treated in line with the provisions set out in
the respective plan rules.