3rd Mar 2008 08:15
HSBC Holdings PLC03 March 2008 HSBC ADDS TO INTERNATIONAL EXPERTISE OF BOARD Two of HSBC's most experienced executives, Sandy Flockhart and Stuart Gulliver,have been appointed executive Directors of HSBC Holdings plc, with effect from 1May 2008. International business leaders, Safra Catz of Oracle and NarayanaMurthy of Infosys will also join the Board as non-executive Directors on 1 May2008. Baroness Dunn, Sir Brian Moffat and Lord Butler will retire as non-executiveDirectors at HSBC's Annual General Meeting on 30 May 2008 and will not seekre-election. Sandy Flockhart (56) is Chief Executive of The Hongkong and Shanghai BankingCorporation Limited, overseeing HSBC's Asia operations in 19 countries andterritories. He is also Global Head of Commercial Banking. An emerging marketsspecialist with over 30 years' HSBC experience across Latin America, the MiddleEast and Asia, Sandy became a Group Managing Director in 2006 and is a member ofthe Group Management Board. Stuart Gulliver (48) is Chief Executive of Global Banking and Markets, thewholesale banking division of the Group, with operations in over 60 countriesand territories. With 28 years' international experience at HSBC, particularlyin Asia, he became a Group Managing Director in 2004 and is a member of theGroup Management Board. Safra Catz (46) is President and Chief Financial Officer of Oracle Corporation,the world's leading supplier of software for information management, and theworld's second largest independent software company. She joined Oracle's Boardof Directors in 2001 and is responsible for its global operations. Safra waspreviously Managing Director for the global investment bank Donaldson, Lufkin &Jenrette. Narayana Murthy (61) is Chairman and Chief Mentor of Infosys Technologies Ltd, acompany he founded in India in 1981 and of which he was CEO for 21 years. Underhis leadership, Infosys was listed on NASDAQ in 1999 and today has offices in 23countries and territories, employing over 80,000 staff covering 66nationalities. "HSBC has one of the most international Boards in the world and theseappointments add to the breadth and depth of oversight enjoyed by our Group,"said Stephen Green, HSBC Group Chairman. "In Sandy and Stuart we have two of our most talented and internationallyexperienced executives, leading very significant HSBC businesses. And I amdelighted to welcome Safra and Narayana, global business leaders with enormouslysuccessful track records. "I would also like to pay tribute to the tremendous contribution to HSBC made byBaroness Dunn, Sir Brian Moffat and Lord Butler. Baroness Dunn has seen HSBCthrough its transformation from a regional bank to one of the world's largestfinancial services organisations and has been a Deputy Chairman for 16 years.Also Deputy Chairman since 2001 Sir Brian, previously our Senior IndependentDirector, has expertly led several of our key Board committees. Chairing theBoard's Corporate Sustainability Committee, Lord Butler has overseen thedevelopment of the Group's global philanthropy and sustainability policies whichare so much part of HSBC's brand. We have been privileged to enjoy the counseland stewardship of all three for so many years." Following the Group's Annual General Meeting on 30 May 2008, and subject tore-election by shareholders where appropriate, the Board of HSBC Holdings plcwill comprise 19 directors of which 6 will be executive directors, 12independent non-executive directors and 1 other non-executive director. Comprehensive information in relation to the appointees follows: Sandy Flockhart Alexander (Sandy) Andrew Flockhart CBE (56) has been appointed an executiveDirector of HSBC Holdings plc with effect from 1 May 2008. Mr Flockhart, LLB, is Chief Executive Officer of The Hongkong and ShanghaiBanking Corporation Limited and Global Head of Commercial Banking. He joinedHSBC in 1974, was appointed a Group General Manager in 2002 and a Group ManagingDirector in 2006. Mr Flockhart is a Director of Hang Seng Bank Limited, HSBCBank Australia Limited, HSBC Bank (China) Company Limited, and Chairman of HSBCBank Malaysia Berhad. He was Managing Director of The Saudi British Bank from1997 to 1999 and Senior Executive Vice-President, Commercial Banking, HSBC BankUSA, N.A. from 1999 to 2002. He was Chief Executive Officer, Mexico from 2002 toOctober 2006 and President and Group Managing Director Latin America and theCaribbean from October 2006 to July 2007. Mr Flockhart's appointment is subject to re-election by shareholders at the 2008Annual General Meeting. Under his terms of employment, Mr Flockhart receives agross basic annual salary of HKD 4,494,384, exclusive of expatriate allowances,and is eligible for a discretionary annual bonus that is payable partly in cashand partly as an award of Restricted Shares, which vest 100 per cent on thethird anniversary of the award subject to him remaining an employee of theGroup. In addition, he is eligible for a long-term incentive award ofPerformance Shares. Remuneration policy for executive Directors is intended to provide competitiverates of base salary but with the potential for the majority of the value of theremuneration package to be delivered in the form of both short and long-termincentives. Annual bonuses for executive Directors are based primarily uponperformance measured against a number of key financial and non-financial targetsfor the Group. The vesting of Performance Shares awarded under the long-termincentive plan is based on corporate performance conditions measured over athree-year performance period and awards forfeited to the extent that theperformance conditions have not been met. Mr Flockhart is a member of the Group Management Board of HSBC Holdings plc andserves on the Boards of Directors of The Hongkong and Shanghai BankingCorporation Limited, Hang Seng Bank Limited and HSBC Bank (China) CompanyLimited with other Directors and members of the senior management of HSBCHoldings plc. There are no substantial or controlling shareholders of HSBC Holdings plc. Mr Flockhart has a beneficial interest in 131,571 ordinary shares of HSBCHoldings plc and in 274,502 ordinary shares (Performance Shares) and 51,167ordinary shares (Restricted Shares) under the HSBC Holdings Restricted SharePlan 2000 and The HSBC Share Plan. He also has an option over 1,332 ordinaryshares under the HSBC Holdings Savings-Related Share Option Plan: International and options over 22,500 ordinary shares under the HSBC Holdings Executive Share Option Scheme. Save as disclosed above there is no other information required to be disclosedpursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities onthe Stock Exchange of Hong Kong Limited. There are no matters relating to the appointment of Mr Flockhart that need to bedisclosed pursuant to Listing Rule 9.6.13(2) to (6) of the Listing Rules of theFinancial Services Authority. Stuart Gulliver Stuart Thomson Gulliver (48) has been appointed an executive Director of HSBCHoldings plc with effect from 1 May 2008. Mr Gulliver, M.A. Oxon, is Chief Executive of Global Banking and Markets andHSBC Global Asset Management. He joined the HSBC Group in 1980, was appointed aGroup General Manager in 2000 and a Group Managing Director in 2004. He is aDirector of HSBC Bank plc, HSBC Private Banking Holdings (Suisse) SA, HSBC USAInc. and The Hongkong and Shanghai Banking Corporation Limited and is a memberof the Supervisory Board of HSBC Trinkaus & Burkhardt AG. Mr Gulliver's appointment is subject to re-election by shareholders at the 2008Annual General Meeting. Under his terms of employment, Mr Gulliver receives agross basic annual salary of £600,000 and is eligible for a discretionary annualbonus that is payable partly in cash and partly as an award of RestrictedShares, which vest one third each year over three years subject to him remainingan employee of the Group. In addition, he is eligible for a long-term incentiveaward of Performance Shares. Remuneration policy for executive Directors is intended to provide competitiverates of base salary but with the potential for the majority of the value of theremuneration package to be delivered in the form of both short and long-termincentives. Annual bonuses for executive Directors are based primarily uponperformance measured against a number of key financial and non-financial targetsfor the Group. The vesting of Performance Shares awarded under the long-termincentive plan is based on corporate performance conditions measured over athree-year performance period and awards forfeited to the extent that theperformance conditions have not been met. Mr Gulliver is a member of the Group Management Board of HSBC Holdings plc andserves on the Boards of Directors of The Hongkong and Shanghai BankingCorporation Limited, HSBC Bank plc, HSBC Bank USA, National Association, HSBCNational Bank USA, HSBC Private Banking Holdings (Suisse) SA, HSBC USA Inc. andHSBC Trinkaus & Burkhardt AG with other Directors and members of the seniormanagement of HSBC Holdings plc. There are no substantial or controlling shareholders of HSBC Holdings plc. Mr Gulliver has a beneficial interest in 2,022,961 ordinary shares of HSBCHoldings plc and holds a further interest in 424,601 ordinary shares(Performance shares) and 743,796 ordinary shares (Restricted Shares) under theHSBC Holdings Restricted Share Plan 2000 and The HSBC Share Plan. Save as disclosed above there is no other information required to be disclosedpursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities onthe Stock Exchange of Hong Kong Limited. There are no matters relating to the appointment of Mr Gulliver that need to bedisclosed pursuant to Listing Rule 9.6.13(2) to (6) of the Listing Rules of theFinancial Services Authority. Safra Catz Safra Ada Catz (46) has been appointed a Director of HSBC Holdings plc witheffect from 1 May 2008. She will be an independent non-executive Director. Safra Catz, B.S., J.D., is President and Chief Financial Officer of OracleCorporation where she is responsible for global operations. She is credited withbeing instrumental in the growth strategy that has transformed Oracle into thesecond-biggest producer of business management software. She has held a numberof positions within the group since 1999. She was appointed to the board ofdirectors in 2001. Prior to joining Oracle, Ms Catz worked for the globalinvestment bank Donaldson, Lufkin & Jenrette starting in 1986, where she wasManaging Director from 1997 to 1999. The appointment shall be for an initial three-year term which, subject tore-election by shareholders at the 2008 Annual General Meeting, will expire atthe conclusion of the 2011 Annual General Meeting. As a non-executive Director Ms Catz will not have a service contract with HSBCHoldings plc. She will be paid a Director's fee of £65,000 per annum asauthorised by shareholders at the 2006 Annual General Meeting. There are no substantial or controlling shareholders of HSBC Holdings plc. Ms Catz has no interests in the shares of HSBC Holdings plc within the meaningof Part XV of the Securities and Futures Ordinance. The Directors have determined that Ms Catz is independent. In making thatdetermination the Directors concluded that there are no relationships orcircumstances which are likely to affect Ms Catz's judgement and anyrelationships or circumstances which could appear to do so were considered notto be material. Save as disclosed above there is no other information required to be disclosedpursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities onthe Stock Exchange of Hong Kong Limited. There are no matters relating to the appointment of Ms Catz that need to bedisclosed pursuant to Listing Rule 9.6.13(2) to (6) of the Listing Rules of theFinancial Services Authority. Narayana Murthy Nagavara Ramarao Narayana Murthy CBE (61) has been appointed a Director of HSBCHoldings plc with effect from 1 May 2008. He will be an independentnon-executive Director. Mr Murthy, B.E., M Tech, is Chairman and Chief Mentor of Infosys TechnologiesLtd, a company which he founded in 1981 and of which he was Chief ExecutiveOfficer for 21 years. Under his leadership, Infosys was listed on NASDAQ in1999. He is an independent non-executive Director of Unilever plc and New DelhiTelevision Ltd and a Director of the United Nations Foundation. He is a memberof several educational institutions including Cornell, INSEAD, Stanford andYale. He is, until 2 April 2008, an independent non-executive Director of DBSBank Limited. Mr Murthy has led corporate governance initiatives in India,serving as Chairman of a committee on Corporate Governance appointed by theSecurities and Exchange Board of India in 2003. The appointment shall be for an initial three-year term which, subject tore-election by shareholders at the 2008 Annual General Meeting, will expire atthe conclusion of the 2011 Annual General Meeting. As a non-executive Director Mr Murthy will not have a service contract with HSBCHoldings plc. He will be paid a Director's fee of £65,000 per annum asauthorised by shareholders at the 2006 Annual General Meeting. There are no substantial or controlling shareholders of HSBC Holdings plc. Mr Murthy has no interests in the shares of HSBC Holdings plc within the meaningof Part XV of the Securities and Futures Ordinance. The Directors have determined that Mr Murthy is independent. In making thatdetermination the Directors concluded that there are no relationships orcircumstances which are likely to affect Mr Murthy's judgement and anyrelationships or circumstances which could appear to do so were considered notto be material. Save as disclosed above there is no other information required to be disclosedpursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities onthe Stock Exchange of Hong Kong Limited. There are no matters relating to the appointment of Mr Murthy that need to bedisclosed pursuant to Listing Rule 9.6.13(2) to (6) of the Listing Rules of theFinancial Services Authority. The Directors of HSBC Holdings plc as at the date of this announcement are: S K Green, Baroness Dunn*, Sir Brian Moffat*, M F Geoghegan, Lord Butler*, V H CCheng, J D Coombe+, J L Duran+, R A Fairhead+, D J Flint, W K L Fung*, J W JHughes-Hallett+, W S H Laidlaw+, Sir Mark Moody-Stuart+, G Morgan+, S W Newton+,S M Robertson+ and Sir Brian Williamson+. * Non-executive Director+ Independent non-executive Director For and on behalf ofHSBC Holdings plcR G BarberGroup Company Secretary29 February 2008 Notes to editors: 1. HSBC Holdings plcHSBC Holdings plc serves over 125 million customers worldwide through around10,000 offices in 83 countries and territories in Europe, the Asia-Pacificregion, the Americas, the Middle East and Africa. With assets of some US$2,150billion at 30 June 2007, HSBC is one of the world's largest banking andfinancial services organisations. HSBC is marketed worldwide as 'the world'slocal bank'. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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