HSBC 2011 Annual Report Download - page 228

HSBC HOLDINGS PLC
Report of the Directors: Corporate Governance (continued)
Board of Directors > Directors
226
Board meetings
Seven Board meetings and a two-day strategy
meeting were held in 2011. At least one Board
meeting each year is held in a key strategic location
outside the UK. During 2011, Board meetings were
held in Hong Kong and Washington D.C.
The table below shows each Director’s
attendance at meetings of the Board held while he or
she was a Director during 2011. No meetings of the
Board were held at short notice in 2011.
Eleven meetings of committees of the Board
appointed to discharge specific business were held
during 2011. These meetings are not shown in the
table below.
During 2011, the non-executive Directors and
the Group Chairman met three times without the
other executive Directors. The non-executive
Directors also met without the Group Chairman to
appraise the Group Chairman’s performance.
Attendance record
Board
Number of meetings held ........................................ 7
S A Catz ................................................................... 6
L M L Cha1 .............................................................. 5
V H C Cheng2 .......................................................... 3
M K T Cheung ......................................................... 7
J D Coombe ............................................................. 7
R A Fairhead3........................................................... 4
D J Flint ................................................................... 7
A A Flockhart .......................................................... 7
S T Gulliver ............................................................. 7
J W J Hughes-Hallett ............................................... 7
W S H Laidlaw ........................................................ 7
J R Lomax ................................................................ 7
I J Mackay ............................................................... 7
G Morgan ................................................................. 6
N R N Murthy .......................................................... 6
Sir Simon Robertson ................................................ 7
J L Thornton ............................................................ 6
Sir Brian Williamson ............................................... 7
1 Appointed a Director on 1 March 2011 – eligible to attend
5 Board Meetings.
2 Retired as a Director on 27 May 2011 – eligible to attend
4 Board Meetings.
3 Took a temporary leave of absence due to illness.
Group Chairman and Group Chief Executive
The roles of Group Chairman and Group Chief
Executive are separate and held by experienced
full-time Directors. 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 key
responsibilities of the Group Chairman and the
Group Chief Executive are set out below.
Key responsibilities
Group Chairman – D J Flint
Appointed December 2010
• Leads the Board and ensures its effectiveness.
• Develops relationships with governments, regulators and
investors.
• Leads the Group’s interactions on matters of public policy and
regulatory reform with regard to the banking and financial
services industry.
• Maintains corporate reputation and character.
• Undertakes performance management of the Group Chief
Executive.
Group Chief Executive – S T Gulliver
Appointed January 2011
• Develops, and delivers performance against, business plans.
• Develops Group strategy, in agreement with the Group
Chairman, for recommendation to the Board.
• As Chairman of the GMB, drives performance within strategic
goals and commercial objectives agreed by the Board.
The Group Chief Executive has an office in
London and in Hong Kong.
Deputy Chairman and senior independent
non-executive Director
The key responsibilities of the Deputy Chairman and
senior independent non-executive Director are set
out below.
Key responsibilities
Deputy Chairman and senior independent non-executive
Director – Sir Simon Robertson1
• Deputises for the Group Chairman at meetings of the Board or
shareholders.
• Supports the Group Chairman in his role.
• Acts as an intermediary for other non-executive Directors
when necessary.
• Leads the non-executive Directors in the oversight of the
Group Chairman.
• Ensures there is a clear division of responsibility between the
Group Chairman and Group Chief Executive.
• Is available to shareholders should they have concerns which
contact through the normal channels cannot resolve or for
which such contact would be inappropriate.
1 Appointed senior independent non-executive Director in
2007 and Deputy Chairman in December 2010.
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