HSBC 2012 Annual Report Download - page 331

329
Overview Operating & Financial Review Corporate Governance Financial Statements Shareholder Information
to the President and Deputy National Security
Advisor for Combating Terrorism responsible
for developing and implementing the US
Government’s counter-terrorism strategy and
policies related to transnational security threats;
former Assistant Secretary of the Treasury for
Terrorist Financing and Financial Crime; and former
federal prosecutor who served on terrorism
prosecution teams.
Group Remuneration Committee
Meetings
attended
Meetings
eligible
to attend
Members1
J L Thornton (Chairman) ........ 7 8
J D Coombe ............................ 8 8
W S H Laidlaw ....................... 8 8
G Morgan2 .............................. 5 5
Meetings held in 2012 ........... 8
1 All members are independent non-executive Directors.
2 Retired as a Director on 25 May 2012.
R Fassbind has been appointed a member of the
Committee since March 2013.
The Group Remuneration Committee is
responsible for approving remuneration policy. As
part of its role, it considers the terms of annual
incentive plans, share plans, other long-term
incentive plans and the individual remuneration
packages of executive Directors and other senior
Group employees, including all in positions of
significant influence and those having an impact on
our risk profile and in doing so takes into account the
pay and conditions across the Group. No Directors
are involved in deciding their own remuneration.
The Directors’ Remuneration Report is set out
on pages 347 to 367.
Nomination Committee
Meetings
attended
Meetings
eligible
to attend
Members1
Sir Simon Robertson
(Chairman) .......................... 4 4
R A Fairhead2 ......................... 3 4
J W J Hughes-Hallett .............. 4 4
J P Lipsky3 .............................. 2 2
Sir Brian Williamson4 ............. 1 2
Meetings held in 2012 ........... 4
1 All members are independent non-executive Directors.
2 Took a temporary leave of absence due to illness.
3 Appointed a member of the Committee on 24 May 2012.
4 Retired as a Director on 25 May 2012.
Committee activities
The Committee undertook the following key
activities in the discharge of its responsibilities:
• Appointments of new Directors. The
Committee oversaw the process for the
appointments of J Faber, R Fassbind and
J P Lipsky as Directors. An external search
consultancy, MWM Consulting, was used
in relation to these appointments. MWM
Consulting has no other connection with HSBC.
The Committee also oversaw the process for the
appointment of J B Comey, who was introduced
to us by a member of senior management.
Having regard to his public and private sector
roles neither external consultants nor advertising
were considered necessary in relation to this
appointment.
• Board appointment process. The Committee
leads the process for Board appointments,
with the support of external consultants as
appropriate. The Board has satisfied itself that
the Committee has appropriate plans in place
for orderly succession to the Board reflecting
an appropriate balance of skills and experience
on the Board.
• Forward planning. The Committee adopts
a forward-looking approach to potential
candidates for appointment to the Board that
takes into account the needs and development
of the Group’s businesses and the expected
retirement dates of current Directors.
• Size, structure and composition. The
Committee monitored the size, structure and
composition of the Board through consideration
of the skills, knowledge and experience required
of the Board and the skills, knowledge and
experience of the current Directors. The
Committee considered the re-election of
Directors at the Annual General Meeting and
has recommended to the Board that all Directors
should stand for re-election.
• Diversity. During the year, the Board adopted
a policy on Board diversity which is consistent
with the Group’s strategic focus on ethnicity,
age and gender diversity for the employee base.
Board appointments will continue to be made
based on merit and candidates will be
considered against objective criteria, having
due regard for the benefits of diversity on
the Board, including gender. The Committee
developed measurable objectives to implement
this policy and monitored progress towards
achieving these objectives. The Board diversity