HSBC 2011 Annual Report Download - page 270

HSBC HOLDINGS PLC
Directors’ Remuneration Report (continued)
Executive Directors’ remuneration > Other directorships // Non-executive Directors > Fees // Employee compensation
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The Committee monitors compliance with the
share ownership guidelines annually. The Committee
has full discretion in determining any penalties in
cases of non-compliance, which could include a
reduction of future awards of GPSP and/or an
increase in the proportion of the annual variable pay
that is deferred into shares.
Service contracts
Our policy is to employ executive Directors on one-
year rolling contracts although longer initial terms
may be approved by the Committee if considered
appropriate. The Committee will, consistent with
the best interests of the Group, seek to minimise
termination payments.
Name
Contract date
(rolling)
Notice period
(Director & HSBC)
Compensation on termination by the company without
notice or cause
V H C Cheng 15 March 2011 12 months Payment in lieu of notice equal to fixed pay, pension
entitlements and other benefits.
D J Flint 14 February 2011 12 months Payment in lieu of notice equal to fixed pay, pension
entitlements and other benefits.
A A Flockhart 14 February 2011 12 months Payment in lieu of notice equal to fixed pay, pension
entitlements and other benefits. Eligible to be considered for a
variable pay award upon termination of employment other
than where the executive has resigned or the Company has
terminated the executive’s employment with the contractual
right to do so.
S T Gulliver1 10 February 2011 12 months Payment in lieu of notice equal to fixed pay, pension
entitlements and other benefits. Eligible to be considered for a
variable pay award upon termination of employment other
than where the executive has resigned or the Company has
terminated the executive’s employment with the contractual
right to do so.
I J Mackay 4 February 2011 12 months Payment in lieu of notice equal to fixed pay, pension
entitlements and other benefits. Eligible to be considered for a
variable pay award upon termination of employment other
than where the executive has resigned or the Company has
terminated the executive’s employment with the contractual
right to do so.
1 The other benefits as part of the payment in lieu of notice do not include the accommodation and car provided in Hong Kong.
Other directorships
Executive Directors, if so authorised by either the
Nomination Committee or the Board, may accept
appointments as non-executive Directors of suitable
companies which are not part of HSBC. Approval
will not be given for executive Directors to accept a
non-executive directorship of more than one FTSE
100 company nor the chairmanship of such a
company. When considering a non-executive
appointment, the Nomination Committee or Board
will take into account the expected time commitment
of such appointment. The time commitment for
executive Directors’ external appointments will be
reviewed as part of the annual Board review. Any
remuneration receivable in respect of an external
appointment is normally paid to HSBC, unless
otherwise approved by the Committee. D J Flint was
a non-executive Director of BP p.l.c. until 14 April
2011 and, during his directorship, elected to donate
his fees to charity.
Non-executive Directors
Non-executive Directors are appointed for fixed
terms not exceeding three years, subject to their
re-election by shareholders at Annual General
Meetings. Non-executive directors have no service
contract and are not eligible to participate in our
share plans. Current non-executive Directors’ terms
of appointment will expire as follows:
• in 2012, M K T Cheung, J R Lomax,
Sir Simon Robertson, J L Thornton and
Sir Brian Williamson;
• in 2013, R A Fairhead and G Morgan; and
• in 2014, S A Catz, L M L Cha, J D Coombe,
J W J Hughes-Hallett, W S H Laidlaw and
N R N Murthy.
Dr J Faber and J P Lipsky were appointed as
non-executive Directors with effect from 1 March
2012. Subject to their re-election by shareholders at
the Annual General Meeting in 2012, their terms will
expire in 2015. Sir Brian Williamson and G Morgan
will retire at the Annual General Meeting in 2012
and will not offer themselves for re-election.