HSBC 2012 Annual Report Download - page 362

HSBC HOLDINGS PLC
Directors’ Remuneration Report (continued)
2012 remuneration outcomes / Appendix to DRR > Additional disclosures
360
At 31 December 2012
(or date of retirement)
Shares awarded subject to deferral
Shareholding
requirement
(number)
Shares
legally
owned1
without
performance
conditions2
with
performance
conditions
Total
shareholding3
(number)
Estimated
value
£000
Executive Directors
D J Flint ............................... 400,000 313,326 211,269 – 524,595 3,394
A A Flockhart4 ..................... 200,000 978,0774 568,9734– 1,547,0504 10,0085
S T Gulliver ......................... 600,000 2,730,477 2,448,515 – 5,178,992 33,503
I J Mackay ........................... 200,000 118,813 417,392 – 536,205 3,469
Group Managing Directors6 125,000 n/a n/a n/a n/a n/a
Non-executive Directors
J D Coombe ......................... n/a 22,387 n/a n/a 22,387 145
R A Fairhead ........................ n/a 21,300 n/a n/a 21,300 138
W S H Laidlaw .................... n/a 32,252 n/a n/a 32,252 209
J P Lipsky ............................ n/a 15,0007 n/a n/a 15,0007 978
G Morgan ............................. n/a 84,3479 n/a n/a 84,3479 54610
Sir Simon Robertson ............ n/a 9,486 n/a n/a 9,486 61
J L Thornton ........................ n/a 10,25011 n/a n/a 10,25011 668
Sir Brian Williamson ........... n/a 40,1649 n/a n/a 40,1649 26010
1 Includes interests held as beneficial owner and interests held by connected persons and excludes interests held non-beneficially as
trustee.
2 Includes GPSP awards which are made following an assessment of performance over the prior year but are then awarded subject to a
five-year vesting period.
3 For the purposes of our shareholding guidelines, unvested awards of Restricted Shares and GPSP awards are included.
4 Interests at 31 July 2012, the date of retirement as a Director.
5 Estimated value at 31 July 2012, the date of retirement as a Director.
6 All of the Group Managing Directors except one (who was appointed a Group Managing Director during 2012 and is therefore within
the five years permitted to achieve the expected holding) exceed the expected holdings.
7 Interest in 3,000 listed American Depositary Shares (‘ADS’), which are categorised as equity derivatives under Part XV of the
Securities and Futures Ordinance of Hong Kong. Each ADS represents five HSBC Holdings ordinary shares.
8 The ADS closing price on 31 December 2012 on the New York Stock Exchange was US$53.07.
9 Interests at 25 May 2012, the date of retirement as a Director.
10 Estimated value at 25 May 2012, the date of retirement as a Director.
11 Interest of spouse in 2,050 listed ADS.
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.
Shareholder context
During the year the Chairman of the Remuneration
Committee met with institutional shareholders to
collect their views on current and developing
remuneration practices. The Group considers these
meetings vital to ensure that our reward strategy
continues to be aligned with the long-term interests
of our shareholders.
The table below shows the advisory vote on the
2011 Directors’ Remuneration Report at the May
2012 Annual General Meeting.
Number of
votes cast For Against Withheld
Advisory vote on 2011 remuneration report ........ 8,467,146,094 7,603,837,582
(89.80%)
863,308,512
(10.20%)
342,947,482