HSBC 2011 Annual Report Download - page 240

HSBC HOLDINGS PLC
Report of the Directors: Corporate Governance (continued)
Board committees > Group Remuneration Committee / Nomination Committee / Corporate Sustainability Committee
238
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
Since May 2011, the GRC has been responsible for
non-executive oversight of risk management and
internal controls, other than internal controls over
financial reporting, as a consequence of changes
made to the terms of reference of the GRC and the
GAC to minimise the overlap between the
committees.
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 risk oversight). The Committee’s
endorsement is required for any proposed material
changes to subsidiary risk committee terms of
reference and for appointments to such committees.
A forum for the chairmen of our principal
subsidiary committees with responsibility for non-
executive oversight of financial reporting and risk-
related matters is held to facilitate a consistent
approach to the way in which these subsidiary
committees operate. The last forum was held in
November 2010 and the next will be held in June
2012.
Group Remuneration Committee
Members1 Meetings attended2
J L Thornton (Chairman) 8
J D Coombe 9
W S H Laidlaw 9
G Morgan 8
Meetings held in 2011 9
1 All members are independent non-executive Directors.
2 During the year two meetings were held at short notice.
The Group Remuneration Committee is responsible
for approving remuneration policy. As part of its
role, it considers the terms of bonus 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 256 to 274.
Nomination Committee
Members1 Meetings attended
Sir Simon Robertson2 (Chairman) 4
D J Flint3 4
R A Fairhead4 3
J W J Hughes-Hallett 4
Sir Brian Williamson 4
Meetings held in 2011 4
1 Since 2 December 2011, all members are independent non-
executive Directors.
2 Appointed Chairman 2 December 2011.
3 Retired as Chairman and a member of the Committee on
2 December 2011.
4 Took a temporary leave of absence due to illness.
On 2 December 2011, Sir Simon Robertson was
appointed Chairman of the Nomination Committee
in succession to D J Flint who stepped down from
the Nomination Committee. D J Flint has been
invited to continue to attend meetings of the
Committee.
Committee activities
The Committee undertook the following key
activities in the discharge of its responsibilities:
• Appointments of new Director: The
Committee oversaw the process for the
appointment of L M L Cha as a Director.
L M L Cha has been deputy chairman of The
Hongkong and Shanghai Banking Corporation
since 2 March 2007 and was therefore well
known to members of the Board prior to her
appointment as a Director. 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, and has satisfied itself that
appropriate plans are in place for orderly
succession to the Board reflecting an
appropriate balance of skills and experience
on the Board.
• Forward planning. The Committee maintains
a forward-looking schedule of 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