HSBC 2010 Annual Report Download - page 193

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Overview Operating & Financial Review Governance Financial Statements Shareholder Information
Group Chairman and Group Chief Executive
The roles of Group Chairman and Group Chief
Executive are separate and held by experienced
full-time Directors.
D J Flint succeeded S K Green (who on
22 November 2010 became Lord Green of
Hurstpierpoint and is referred to in this document as
Lord Green) as Group Chairman on 3 December
2010. S T Gulliver succeeded M F Geoghegan as
Group Chief Executive on 1 January 2011.
The appointment of D J Flint, made by a
unanimous decision of the Board, was the
culmination of a comprehensive succession process
begun in the first half of the year under the
leadership of the senior independent non-executive
Director. When considering the choice of Group
Chairman, the Nomination Committee, assisted by
an external consultant, took a number of factors into
account, including the need to contribute to the
unprecedented regulatory and public policy debate
on the future shape of the banking industry and, in
particular, systemically important financial
institutions operating globally with a universal
banking model; the full-time demands of this
engagement; the personal standing to represent
HSBC at the highest levels; a deep understanding
and experience of international financial services;
and extensive experience of Board governance and
stakeholder engagement. The Nomination
Committee came to the unanimous conclusion that
D J Flint was the best person for the position,
meeting all the core criteria and having led our
regulatory engagement at Board level through 2010.
S T Gulliver has worked for us throughout his
career serving across Asia, in Europe and in the
Middle East. The Board considers S T Gulliver
ideally qualified for the role of Group Chief
Executive. He has built and managed a global
business in over 65 countries and has a deep
knowledge of and strong reputation in Asia where he
worked for over 20 years. S T Gulliver has been
responsible for managing complex risks for many
years and shepherded and enhanced the Group’s
liquidity through the economic crisis. He also has
had responsibility for all of HSBC’s operations in the
UK, Europe and the Middle East. As Group Chief
Executive, S T Gulliver’s principal office is located
in Hong Kong.
Sir Simon Robertson became Deputy Chairman
with effect from 1 December 2010. As Deputy
Chairman his role is to deputise for the Group
Chairman at meetings of the Board or shareholders
and to support the Group Chairman in his role.
The Board believes strongly that these
appointments, which were made by unanimous
decision, are in HSBC’s best interests. 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
and ensuring its effectiveness, the development of
relationships with governments, regulators and
investors; leading the Group’s interactions on
matters of public policy and regulatory reform with
regard to the banking and financial services industry;
maintaining corporate reputation and character; and
performance management of the Group Chief
Executive.
The Group Chief Executive has responsibility
for developing, and delivering performance against,
business plans. He is responsible for developing
Group strategy in agreement with the Group
Chairman and for recommendation to the Board. As
chairman of the GMB, the Group Chief Executive is
responsible for driving performance within strategic
goals and commercial objectives agreed by the
Board.
Board balance and independence of
Directors
The Board includes a strong presence of both
executive and non-executive Directors and no
individual or small group can dominate its decision
making. The size of the Board is appropriate given
the complexity and geographical spread of our
business and the significant time demands placed on
the non-executive Directors, particularly those who
serve as members of Board committees.
The Nomination Committee regularly reviews
the structure, size and composition necessary
(including the skills, knowledge and experience
required of Directors) to address and challenge
adequately key risks and decisions that confront, or
may confront, the Board and makes
recommendations to the Board with regard to any
changes. The Nomination Committee maintains a
forward-looking schedule of potential candidates as
Directors that takes into account the needs and
developments of the Group’s businesses and the
anticipated retirement dates of existing Directors.
Sir Simon Robertson’s role as the senior
independent non-executive Director is to act as an
intermediary for other non-executive Directors when
necessary, to lead the non-executive Directors in the
oversight of the Group Chairman and to ensure there