a8763p
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the
month of February
HSBC Holdings plc
42nd
Floor, 8 Canada Square, London E14 5HQ, England
(Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F).
Form
20-F
X
Form 40-F
(Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934).
Yes
No X
(If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
).
14 February 2023
HSBC HOLDINGS PLC
CHANGES TO BOARD AND COMMITTEE COMPOSITION
Appointment of an Independent non-executive Director
HSBC Holdings plc (the 'Company') has today announced the
appointment of Kalpana Morparia (73) as an Independent
non-executive Director of the Company. The appointment will take
effect from 1 March 2023. Kalpana will also be appointed as a
member of the Group Risk Committee and the Nomination and Corporate
Governance Committee with effect from her appointment to the
Board.
Kalpana brings extensive Asian business and cultural experience,
gained over a 45 year career in banking in the region, primarily in
India. Kalpana provides valuable insight and perspective to the
Board's strategy, risk and performance discussions. Her most recent
executive role was as Chair of J.P. Morgan, South and Southeast
Asia and a member of JPMorgan's Asia executive committee, which she
held until her retirement in 2021.
Prior to joining J.P. Morgan, Ms Morparia served as Joint Managing
Director of ICICI Bank, India's second-largest bank, from 2001 to
2007. She currently serves as an independent non-executive on
the boards of Hindustan Unilever Limited, Dr.Reddy's Laboratories
Limited., and Philip Morris International Inc.
Commenting on the appointment, HSBC's Group Chairman, Mark Tucker,
said:
"Kalpana is a very experienced banker, with gravitas and presence.
Her deep banking expertise and experience of the Asia region,
particularly in India and Southeast Asia, will be an asset to the
Board as we focus on growth in those markets under our Pivot to
Asia strategy. We are delighted to welcome her to the HSBC
Board."
The Board have determined that Kalpana is independent. In making
that determination, the Board have concluded that there are no
other relationships or circumstances which are likely to affect her
judgement and that any relationships or circumstances which could
appear to do so were not considered to be material.
Group Risk Committee Chair
The Company has also today announced that, with effect from the
conclusion of the 2023 AGM:
-
Mr
James (Jamie) Anthony Forese will succeed Mr Jackson (Jack) Peter
Tai as Chair of the Group Risk Committee; and
-
Mr
Forese will step down as a member of the Group Remuneration
Committee and be appointed to the Group Audit
Committee.
As a result of the above, Mr Tai has confirmed that he plans to
retire from the Board and will not stand for re-election at the
Company's 2023 Annual General Meeting (AGM).
HSBC's Group Chairman, Mark Tucker, said:
"Jack has made a significant and lasting contribution to the
success of HSBC during his time on the Board, particularly in
the strengthening of risk and conduct governance and
oversight through a significant period of change. I thank Jack
warmly for his thoughtful and important service to the Group over
the past six years."
"Jamie's extensive banking experience and knowledge of the HSBC
Group will be invaluable in the leadership of the Risk Committee as
the Group continues to deliver on its growth strategy in a safe and
sustainable manner".
For and on behalf of
HSBC Holdings plc
Aileen Taylor
Group Company Secretary and Chief Governance Officer
Investor enquiries to:
Richard O'Connor
+44 (0)20 7991 6590
investorrelations@hsbc.com
Media enquiries to:
Kirsten Smart
+44 7725 733 311
pressoffice@hsbc.com
Supplementary Information:
As an Independent non-executive Director, Kalpana Morparia will not
have a service contract with the Company and will be paid total
fees of £131,000 per annum pursuant to the Directors'
remuneration policy, proposed for approval by shareholders at the
2023 Annual General Meeting ('AGM'). The total per annum fees
consist of: £127,000 for her role as Independent non-executive
Director and a £4,000 Travel Allowance.
Kalpana's appointment as a Director of the Company is subject to
election by shareholders at the 2023 AGM and annual re-election
thereafter. Her initial three-year term will run from her initial
election, if successful, until the 2026 AGM.
On 5 June 2007, Kalpana was appointed as an independent director of
Dr. Reddy's Laboratories Limited.
On 6 December 2011, Kalpana was appointed as an independent
director of Philip Morris International Inc.
On 9 October 2014, Kalpana was appointed as an independent director
of Hindustan Unilever Limited.
Kalpana previously served as an independent non-executive director
of Delhivery Limited from October 2021 until her retirement on 11
February 2023.
Save as disclosed above, Kalpana has not held any directorships in
any other publicly listed companies, whether in London, Hong Kong
or overseas, during the previous five years. She does not have a0ny
relationship with any directors, senior management, substantial or
controlling shareholders of the Company. She does not have any
interests in the shares of the Company within the meaning of Part
XV of the Securities and Futures Ordinance.
There are no matters that need to be disclosed pursuant to Listing
Rule 9.6.13(2) to (6) of the Listing Rules of the Financial Conduct
Authority. Save as disclosed above there is no other information
required to be disclosed pursuant to Rule 13.51(2) of the Rules
Governing the Listing of Securities on the Stock Exchange of the
Hong Kong Limited.
There are no matters relating to the retirement of Mr Jackson Peter
Tai that need to be brought to the attention of the shareholders of
the Company.
For the purposes of section 430(2B) of the Companies Act 2006, Mr
Jackson Peter Tai will receive his pro rata entitlement to
non-executive Director fees for the month of May 2023 and is not
entitled to any payments for loss of office.
Note to editors:
1. Professional qualifications of Kalpana Morparia
Bachelor of Science, Bombay University, 1970
Bachelor of Law LLB, Bombay University, 1974
2. The Board of Directors of HSBC Holdings plc as at the date of
this announcement is:
Mark Tucker*, Noel Quinn, Geraldine Buckingham†, Rachel
Duan†, Georges Elhedery, Carolyn Julie Fairbairn†,
James Anthony Forese†, Steven Guggenheimer†, José
Antonio Meade Kuribreña†, Eileen K Murray†, David
Nish† and Jackson Tai†.
* Non-executive Group Chairman
† Independent non-executive Director
3. The HSBC Group
HSBC Holdings plc HSBC Holdings plc, the parent company of HSBC, is
headquartered in London. HSBC serves customers worldwide from
offices in 63 countries and territories in its geographical
regions: Europe, Asia, North America, Latin America, and Middle
East and North Africa. With assets of US$2,992bn at 30 September
2022, HSBC is one of the world's largest banking and financial
services organisations.
ends/all
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
HSBC
Holdings plc
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By:
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Name:
Aileen Taylor
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Title:
Group Company Secretary and Chief Governance Officer
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Date:
13 February 2023
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