EnglishCorporate Governance
Corporate governance refers to all processes, regulations, laws and institutions bearing upon the way in which a company is managed, administered and controlled.
During its meeting of 20 November 2008, the Board of Directors reviewed the AFEP-MEDEF recommendations of 6 October 2008 concerning the compensation of executive officers of listed companies. It considers that these recommendations are already integrated into the company’s corporate governance practices.
Consequently, in accordance with law no. 2008-649 of 3 July 2008 concerning the adaptation to French law of Directive 2006/46/EC of 14 June 2006, the company shall, as a priority, refer to the Corporate Governance Code for listed companies published in December 2008 by the AFEP and the MEDEF, taking account of its status as an unlisted subsidiary, in preparing the report required under Article L. 225-37 of the French Commercial Code with effect from the current financial year. This code may be viewed at the head office.
The HSBC Group attaches a great deal of importance to respecting corporate governance rules, both for itself and for its subsidiaries. However, as HSBC France is a 99.9 per cent owned subsidiary of the HSBC Group and as its capital securities are not admitted to trading on a regulated market, some principles of the Corporate Governance Code have been adapted as for example some of the duties of the Nomination and Remuneration Committee. HSBC France’s Board of Directors therefore no longer decides on share award plans as the shares awarded to HSBC France employees are now HSBC shares. HSBC France applies the British corporate governance rules (the Combined Code on Corporate Governance) referred to by parent company HSBC Holdings plc in certain areas, in particular as regards share awards.
Other exceptions to the compliance with the Corporate Governance Code’s recommendations for listed companies are specified in the Chairman’s Report, included in the Annual Report and Accounts.
All the information concerning corporate governance are in the 2009 Annual Report and Accounts (pages 10 to 33)
