HSBC 2011 Annual Report Download - page 232

HSBC HOLDINGS PLC
Report of the Directors: Corporate Governance (continued)
Board committees > Group Management Board / Group Audit Committee
230
Board committees
Group Audit
Committee
Group Risk
Committee
Nomination
Committee
Corporate
Sustainability
Committee
Board
Group
Remuneration
Committee
Non-executive
responsibility for
oversight of, and
advice to the
Board on, matters
relating to financial
reporting.
Non-executive
responsibility for
oversight of, and
advice to the Board
on, high level
risk-related
matters and risk
governance.
Non-executive
responsibility
for setting the
overarching
principles,
parameters and
governance
framework of
the Group’s
remuneration
policy and the
remuneration of
senior executives.
Responsible for
leading the
process for Board
appointments and
for identifying and
nominating, for
approval by the
Board, candidates
for appointment to
the Board.
Responsible for
advising the Board,
committees of
the Board and
executive
management
on corporate
sustainability
policies, including
environmental,
social and ethical
issues.
Group
Management
Board
Executive
management
committee which
is responsible for
management and
day-to-day running
of HSBC under the
direct authority of
the Board.
KEY ROLE
The Board has established a number of committees
consisting of Directors, Group Managing Directors
and, in the case of the Corporate Sustainability
Committee, co-opted non-director members. The
key roles of the principal committees are described
above. The Chairman of each non-executive Board
committee reports to each meeting of the Board
on the activities of the committee since the previous
Board meeting.
The terms of reference of the non-executive
Board committees are available at
www.hsbc.com/boardcommittees. Each non-
executive Board committee reviews its terms of
reference annually.
Appointments of Directors to each non-
executive Board committee are made for periods of
up to three years, extendable by no more than two
additional three-year periods.
Group Management Board
Members S T Gulliver (Chairman), A A Flockhart and
I J Mackay, who are executive Directors, and
A Almeida, S Assaf, R E T Bennett, A M Keir,
S A Levey, M M Moses, S P O’Sullivan,
B Robertson, P A Thurston and P T S Wong,
all of whom are Group Managing Directors.
The GMB meets frequently and exercises the
powers, authorities and discretions of the Board in so
far as they concern the management and day-to-day
running of HSBC Holdings. Matters reserved for
approval by the Board are described on page 225.
The GMB is a key element of our management
reporting and control structure such that all of our
line operations are accountable either to a member of
the GMB or directly to the Group Chief Executive,
who in turn reports to the Group Chairman. The
Board has set objectives and measures for the GMB.
These align senior executives’ objectives and
measures with the strategy and operating plans
throughout HSBC.
The Group Chief Executive (who is Chairman
of the GMB) reports to each meeting of the Board on
the activities of the GMB.
Regular Risk Management Meetings, chaired by
the Group Chief Risk Officer, are held to review the
policy and guidelines for the management of risk
within the Group. Further information on the Risk
Management Meeting can be found on page 234.
Group Audit Committee
Members1 Meetings attended2
J D Coombe (Chairman) 7
M K T Cheung 7
R A Fairhead3 3
J R Lomax 6
Meetings held in 2011 7
1 All members are independent non-executive Directors.
2 During the year two meetings were held at short notice.
3 Took a temporary leave of absence due to illness.
The Group Audit Committee (‘GAC’) has non-
executive responsibility for oversight of and advice