HSBC 2009 Annual Report Download - page 306

HSBC HOLDINGS PLC
Report of the Directors: Governance (continued)
Board of Directors > The Board
304
The table that follows gives details of each
Director’s attendance at meetings of the Board,
Group Audit Committee, Nomination Committee,
Remuneration Committee and Corporate
Sustainability Committee held whilst he or she was
a Director or member during 2009. During 2009, the
non-executive Directors and the Group Chairman
met four times without the other executive Directors.
In addition, the non-executive Directors met once
without the Group Chairman to appraise the Group
Chairman’s performance.
In addition to the meetings of the principal
Committees referred to in the following pages,
19 other meetings of Committees of the Board (not
shown in the table below) were held during the year
to discharge business delegated by the Board.
All those who were Directors at the time
attended the 2009 Annual General Meeting.
Attendance record
Meetings attended in 2009 of:
Number of meetings held ...........................
Board
8
Group Audit
Committee
8
Nomination
Committee
3
Remuneration
Committee
7
Corporate
Sustainability
Committee
5
S A Catz ...................................................... 7 – – – –
V H C Cheng .............................................. 8 – – – –
M K T Cheung1 ........................................... 7 – – – –
J D Coombe ................................................ 8 8 – 7 –
J L Durán .................................................... 7 – – – –
R A Fairhead ............................................... 7 8 3 – –
D J Flint ...................................................... 8 – – – –
A A Flockhart ............................................. 8 – – – –
W K L Fung ................................................ 8 – – – 5
M F Geoghegan .......................................... 8 – – – –
S K Green .................................................... 8 – – – –
S T Gulliver ................................................ 8 – – – –
J W J Hughes-Hallett .................................. 8 6 3 – –
W S H Laidlaw ........................................... 8 – – 7 –
J R Lomax ................................................... 8 62– – –
Sir Mark Moody-Stuart .............................. 8 – – 7 5
G Morgan .................................................... 7 – – 6 –
N R N Murthy ............................................. 6 – – – 4
S M Robertson ............................................ 8 – 2 – –
J L Thornton ............................................... 8 – – 33 –
Sir Brian Williamson .................................. 8 – 3 – –
1 Appointed 1 February 2009 – eligible to attend 7 Board Meetings.
2 Appointed as a member on 1 March 2009 – eligible to attend 6 Committee Meetings. Attended a further 2 meetings by invitation.
3 Appointed as a member on 24 April 2009 – eligible to attend 3 Committee Meetings.
Group Chairman and Group Chief Executive
The roles of Group Chairman and Group Chief
Executive are separated and held by experienced
full-time Directors.
S K Green became Group Chairman at the
conclusion of the Annual General Meeting in 2006
and M F Geoghegan succeeded S K Green as Group
Chief Executive. The appointments were made after
consulting with representatives of major institutional
investors and explaining the succession planning and
independent external search process undertaken.
S K Green and M F Geoghegan stood for re-election
at the 2006 Annual General Meeting and were both
re-elected ahead of taking up their new roles from
the conclusion of that Meeting.
There is a clear division of responsibilities at the
head of the Company between the running of the
Board and the executive responsibility for running
HSBC’s business. The Group Chairman’s
responsibilities include, in addition to the leadership
of the Board, the development of relationships with
governments and other significant external parties,
corporate reputation and culture and performance
management of the Group Chief Executive. Subject
to the Group Chief Executive’s recommendation, the
Group Chairman approves risk, capital allocation
and capital investment decisions within authorities
delegated by the Board. The Group Chief Executive
has responsibility for developing business plans and
delivering performance against these.
In September 2009, the Board announced
changes to the respective roles of the Group Chairman