a2619h
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 July
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
26 July 2023
HSBC HOLDINGS PLC
CHANGES TO BOARD AND COMMITTEE COMPOSITION
HSBC Holdings plc (the 'Company') has today announced the
appointments of:
●
Ann
Godbehere (68) as an Independent non-executive Director and member
of the Group Remuneration Committee and the Nomination and
Corporate Governance Committee with effect from 1 September
2023;
●
Brendan
Nelson (74) as an Independent non-executive Director and member of
the Group Audit Committee, Group Risk Committee and the Nomination
and Corporate Governance Committee with effect from 1 September
2023; and
●
Swee
Lian Teo (63) as an Independent non-executive Director and member
of the Group Risk Committee and the Nomination and Corporate
Governance Committee with effect from 1 October 2023.
The Board have determined that Ann Godbehere, Brendan Nelson and
Swee Lian Teo are independent. In making that determination, the
Board have concluded that there are no other relationships or
circumstances which are likely to affect their judgements and that
any relationships or circumstances which could appear to do so are
not considered to be material.
Commenting on the appointments, HSBC's Group Chairman, Mark Tucker,
said:
"I am delighted to announce the appointments of Ann, Brendan and
Swee Lian to the Board. They are three high calibre individuals
with proven track records on the boards of complex, regulated
international businesses and each bring with them deep
international experience. I am confident that their appointments
will add significant value to the Board and complement our existing
Board dynamics."
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:
Ann, Brendan and Swee Lian's appointments as Directors of the
Company are subject to election by shareholders at the 2024 AGM and
annual re-election thereafter. Their initial three-year terms will
run from their initial election, if successful, until the 2027
AGM.
Ann Godbehere
Ann brings deep financial acumen and extensive financial services
experience gained over a 25-year career in insurance, retail and
private banking, and wealth management in roles in international
businesses including Swiss Re, UBS, Prudential, and Rio Tinto. Ann
currently serves as a non-executive director on the boards of
Stellantis N.V and Shell plc.
As an Independent non-executive Director, Ann Godbehere will not
have a service contract with the Company and will be paid total
fees of £204,000 per annum pursuant to the Directors'
remuneration policy, approved by shareholders at the 2022 Annual
General Meeting ('AGM'). The total per annum fees consists of:
£127,000 for her role as Independent non-executive Director,
£40,000 for her role as a member of the Group Remuneration
Committee, £33,000 for her role as a member of the Nomination
and Corporate Governance Committee and a £4,000 Travel
Allowance.
Professional qualifications: Fellow of the Institute of Chartered
Professional Accountants and the Certified General Accountants
Association of Canada
Current and past listed company appointments:
●
On
23 May 2018, Ann was appointed as an independent non-executive
director of Shell plc.
●
On
17 January 2021, Ann was appointed as an independent non-executive
director of Stellantis NV.
●
Ann
previously served as an independent non-executive director of Rio
Tinto plc and Rio Tinto Limited from February 2010 until her
retirement on 9 May 2019.
●
Ann
previously served as an independent non-executive director of UBS
Group AG from April 2009 until her retirement on 18 April
2019.
●
Ann
previously served as an independent non-executive director of
British American Tobacco plc from October 2011 until her retirement
on 25 April 2018.
Interests in the shares of the Company within the meaning of Part
XV of the Securities and Futures Ordinance: Ann holds 3,000
American Depository Shares ('ADSs'), which represent 15,000
ordinary shares.
Brendan Nelson
Brendan is a qualified Chartered Accountant, with deep global
business and financial services experience. He previously spent
over 25 years at KPMG LLP and was admitted as a partner in 1984.
During his time at KPMG, he held various senior positions,
including Global Chairman of Banking and Global Chairman of
Financial Services. He previously served as a non-executive
director and chair of the Audit Committee on the boards of both bp
plc and NatWest Group. Brendan currently serves as chairman of BP
Pension Trustees Ltd and as a non-executive director of Ulster Bank
Ireland DAC. He will retire from the Ulster Bank Ireland board at
the end of July 2023.
As an Independent non-executive Director, Brendan Nelson will not
have a service contract with the Company and will be paid total
fees of £244,000 per annum pursuant to the Directors'
remuneration policy, approved by shareholders at the 2022 AGM. The
total per annum fees consists of: £127,000 for his role as
Independent non-executive Director, £40,000 for his role as
member of the Group Audit Committee, £40,000 for his role as
member of the Group Risk Committee, £33,000 for his role as a
member of the Nomination and Corporate Governance Committee, and a
£4,000 Travel Allowance.
Professional qualifications: Institute of Chartered Accountants of
Scotland, 1973
Current and past listed company appointments:
●
Brendan
previously served as an independent non-executive director of bp
plc from November 2010 until his retirement on 12 May
2021.
●
Brendan
previously served as an independent non-executive director of
NatWest Group plc from April 2010 until his retirement on 25 April
2019.
Brendan does not have any interests in the shares of the Company
within the meaning of Part XV of the Securities and Futures
Ordinance.
Swee Lian Teo
Swee Lian brings extensive experience within the
international financial services industry, having previously spent
over 27 years with the Monetary Authority of Singapore ("MAS").
During her time at the MAS, Swee Lian worked in foreign reserves
management, financial sector development, strategic planning and
financial supervision, retiring as Special Advisor in the Managing
Director's office in 2015. Swee Lian currently serves as a
non-executive director on the board of AIA Group Limited ('AIA'),
Singapore Telecommunications Limited, chairman of CapitaLand
Integrated Commercial Trust Management Limited and director of the
Dubai Financial Services Authority ('DFSA'). Swee Lian will retire
from the boards of AIA and the DFSA on 31 August
2023.
As an Independent non-executive Director, Swee Lian Teo will not
have a service contract with the Company and will be paid total
fees of £204,000 per annum pursuant to the Directors'
remuneration policy, approved by shareholders at the 2022 Annual
General Meeting ('AGM'). The total per annum fees consists of:
£127,000 for her role as Independent non-executive Director,
£40,000 for her role as a member of the Group Risk Committee,
£33,000 for her role as a member of the Nomination and
Corporate Governance Committee and a £4,000 Travel
Allowance.
Professional qualifications: Bachelor of Sciences in Mathematics,
Imperial College of Science and Technology, University of London,
1981 and Master of Sciences in Applied Statistics, University of
Oxford, 1982
Current and past listed company appointments:
●
On
14 August 2015, Swee Lian was appointed as an independent
non-executive director of AIA Group Limited. She will retire from
the board of AIA on 31 August 2023.
●
On
13 April 2015, Swee Lian was appointed as an independent
non-executive director of Singapore Telecommunications
Limited.
●
On
12 April 2019, Swee Lian was appointed as chairman of CapitaLand
Integrated Commercial Trust Management Limited.
Swee Lian does not have any interests in the shares of the Company
within the meaning of Part XV of the Securities and Futures
Ordinance.
Save as disclosed above, Ann, Brendan and Swee Lian have not held
any directorships in any other publicly listed companies, whether
in London, Hong Kong or overseas, during the previous five years.
They do not have any relationship with any directors, senior
management, substantial or controlling shareholders of the
Company.
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.
Note to editors:
1. 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†, Kalpana Morparia†,
Eileen K Murray†, and David Nish†.
* Non-executive Group Chairman
† Independent non-executive Director
2. HSBC Holdings plc
HSBC Holdings plc, the parent company of HSBC, is headquartered in
London. HSBC serves customers worldwide from offices in 62
countries and territories. With assets of US$2,990bn at 31 March
2023, 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:
26 July 2023
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