HSBC 2012 Annual Report Download - page 330

HSBC HOLDINGS PLC
Report of the Directors: Corporate Governance (continued)
Board committees > Financial System Vulnerabilities Committee / Group Remuneration Committee / Nomination Committee
328
Professional external advice on US compliance
matters has been provided by Promontory Financial
Group, US financial consultants.
Terms of reference and subsidiary company
risk oversight
The GRC is responsible for non-executive oversight
of risk management and internal controls, other than
internal controls over financial reporting which is
the responsibility of the GAC.
To ensure consistency of scope and approach
by subsidiary company committees, the GRC has
established core terms of reference to guide
subsidiary companies when adopting terms of
reference for their non-executive risk committees
(or audit committees if those committees are also
responsible for the oversight of risk related matters).
The Committee’s endorsement is required for
any proposed material changes to subsidiary
company risk committee terms of reference and
for appointments to such committees.
A forum for the chairmen of HSBC’s principal
subsidiary company committees with responsibility
for non-executive oversight of financial reporting
and risk-related matters was held in June 2012 to
share understanding and to facilitate a consistent
approach to the way in which these subsidiary
committees operate. The next forum will be held
in June 2013.
Financial System Vulnerabilities Committee
Members1 R A Fairhead (Chairman)
J B Comey2
N Fishwick3
D Hartnett3, 4
W Hughes3
Sir Simon Robertson
L H Schrank3
J C Zarate3, 5
1 All members appointed on 18 January 2013, unless
otherwise indicated.
2 Appointed on 4 March 2013, being the date he became a
Director.
3 Co-opted non-director member of the Committee.
4 Appointed on 1 February 2013.
5 Also provides advisory services to the board of HSBC North
America Holdings Inc.
The Financial System Vulnerabilities Committee,
established by resolution of the Board in January
2013, has non-executive responsibility for
governance, oversight and policy guidance over the
framework of controls and procedures designed to
identify areas where HSBC may become exposed
and through that exposure, expose the financial
system more broadly to financial crime or system
abuse. The Committee will also have oversight of
matters relating to anti-money laundering, sanctions,
terrorist financing and proliferation financing,
including the establishment, implementation,
maintenance and review of adequate policies and
procedures sufficient to ensure the continuing
obligations to regulatory and law enforcement
agencies are met.
The Committee will oversee and report to the
Board on implementation of the actions necessary
to build assurance in these areas and will seek to
provide the Board with a forward-looking
perspective on financial crime risk.
The Committee will meet at least four times
each year.
Co-opted non-director members
Five co-opted non-director members have been
appointed advisers to the Committee to support its
work. Brief biographical particulars are set out
below:
N Fishwick, CMG: former senior official in the
Foreign and Commonwealth Office (‘FCO’),
specialising in security and counter-terrorism;
seconded from 2001 to 2004 to HM Customs and
Excise as Head of Intelligence (Law Enforcement),
focusing on international counter-narcotics, tax and
excise fraud; awarded the CMG in 2009.
D Hartnett, CB: former Permanent Secretary for
Tax at HM Revenue and Customs; focused on tax
policy development, compliance and enforcement
and international tax issues during his 36-year career
in tax administration; former deputy chairman of the
Organisation for Economic Co-operation and
Development's Forum on Tax Administration.
W Hughes, CBE QPM: former head of the UK’s
Serious Organised Crime Agency; international
experience in the disruption, dismantling and
criminal investigation of organised crime.
L H Schrank: former chief executive officer of
SWIFT, the global financial messaging system
which supplies secure standardised financial
messaging services and interface software to
financial institutions; oversaw SWIFT’s relationship
with the US Treasury Department and other
countries on counter-terrorism issues.
The Honourable J C Zarate: Senior Adviser at the
Center for Strategic and International Studies; the
Senior National Security Analyst for CBS News; a
Visiting Lecturer of Law at the Harvard Law School;
national security consultant; former Deputy Assistant