HSBC 2006 Annual Report Download - page 259

257
Relations with shareholders
The Board ensures all Directors, including non-
executive Directors, develop an understanding of the
views of major shareholders through attendance at
analyst presentations and other meetings with
institutional investors and their representative
bodies. The Board also met with representatives of
institutional shareholders in 2006 to discuss
corporate governance matters.
The Group Chairman, Group Chief Executive
and the Group Finance Director hold regular
meetings with institutional investors and report to
the Board on those meetings.
Sir Brian Moffat, Deputy Chairman and, until
the conclusion of the Annual General Meeting in
2007, senior independent
non-executive Director, is
available to shareholders should they have concerns
which contact through the normal channels of Group
Chairman, Group Chief Executive, Group Finance
Director or other executives has failed to resolve or
for which such contact would be inappropriate. From
the conclusion of the Annual General Meeting in
2007, S M Robertson will be senior independent
non-executive Director. The senior independent non-
executive Director may be contacted through the
Group Company Secretary at 8 Canada Square,
London E14 5HQ.
Indemnification of Directors, relevant audit
information and contracts of significance
The Articles of Association of HSBC Holdings
provide that Directors are entitled to be indemnified
out of the assets of the Company against claims from
third parties in respect of certain liabilities arising in
connection with the performance of their functions,
in accordance with the provisions of the UK
Companies Act 1985. Such indemnity provisions of
this nature have been in place during the financial
year but have not been utilised by the Directors.
Each person who is a director at the date of
approval of this report confirms that so far as the
director is aware, there is no relevant audit
information of which the Company's auditor is
unaware; and the director has taken all the steps that
he or she ought to have taken as a director in order to
make himself or herself aware of any relevant audit
information and to establish that the Company's
auditor is aware of that information. This
confirmation is given pursuant to section 234ZA of
the UK Companies Act 1985 and should be
interpreted in accordance therewith and subject to
the provisions thereof.
None of the Directors had, during the year or at
the end of the year, a material interest, directly or
indirectly, in any contract of significance with HSBC
Holdings or any of its subsidiary undertakings.
Corporate Governance Codes
HSBC is committed to high standards of corporate
governance. HSBC Holdings has complied with the
applicable code provisions of the Combined Code on
Corporate Governance issued by the Financial
Reporting Council (‘the Combined Code’)
throughout the year, save for code provision A.2.2 as
the Group Chairman did not on appointment meet
the Combined Code’s independence criteria. On 26
May 2006 S K Green, who had previously served as
Group Chief Executive, became Group Chairman. In
accordance with the provisions of the Combined
Code, the Board consulted major shareholders in
advance of the appointment. Sir Brian Moffat, the
senior independent non-executive Director and the
Chairman of the Nomination Committee, wrote to all
shareholders to explain the Board’s decision and the
reasons for the appointment. These are described on
page 255.
HSBC Holdings has complied with all
applicable code provisions of the Code on Corporate
Governance Practices in Appendix 14 to the Rules
Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited throughout the
year.
The Board of HSBC Holdings has adopted a
code of conduct for transactions in HSBC Group
securities by Directors that complies with The Model
Code in the Listing Rules of the Financial Services
Authority and with The Model Code for Securities
Transactions by Directors of Listed Issuers (‘Hong
Kong Model Code’) set out in the Rules Governing
the Listing of Securities on The Stock Exchange of
Hong Kong Limited, save that The Stock Exchange
of Hong Kong Limited has granted certain waivers
from strict compliance with the Hong Kong Model
Code, primarily to take into account accepted
practices in the UK, particularly in respect of
employee share plans. Following a specific enquiry,
each Director has confirmed he or she has complied
with the code of conduct for transactions in HSBC
Group securities throughout the year.
Differences in HSBC Holdings/New York
Stock Exchange corporate governance
practices
Under the New York Stock Exchange’s (‘NYSE’)
corporate governance rules for listed companies, as a
NYSE-listed foreign private issuer, HSBC Holdings