English
Composition and missions
of the Board of Directors
The Board of Directors is made up of 18 members appointed for a four-year term.
At 31 December 2006, the Board of Directors had 18 members, including:
– the Chairman and Chief Executive Officer;
– two Deputy Chief Executive Officers;
– one Vice-Chairman Corporate Finance Europe;
– two Directors representing a company which owns 99.9 per cent of HSBC France;
– eight Directors having no special relationship with the company and who may be deemed independent with respect to all criteria defined in the AFEP/MEDEF report, particularly regarding banking relationships. One Director, J-C Jolain, has been in office for more than 12 years.
However, the Nomination and Remuneration Committee does not believe this affects his freedom of judgment with respect to the company;
– four Directors elected or re-elected by the employees in 2004 for a term of four years, in accordance with the provisions of the French order of 21 October 1986.
Three Directors are non-French nationals. The average age of the Directors in office is 57.3.
The Board of Directors met four times during 2006.
In 2006, the Board of Directors reviewed the group’s quarterly, half-yearly and annual financial statements and approved the half-yearly and annual accounts. It also approved the budget for 2006 in its meeting held on 28 February 2006.
The Board regularly examined the progress of the strategic plan initiated in 2005, comparing initial results with targets and examining the main factors that will ensure its success. It reviewed the group’s positions in its main business lines, looking at the retail banking strategy for individual and business customers (meetings of 17 May and 15 November 2006) and the third-party asset management strategy (meeting of 17 May). It was regularly informed of preparations for the migration to a new IT platform.
The Board approved various structural streamlining initiatives. The absorption of Société Parisienne de Participation was decided on 28 February 2006. The restructuring of Charterhouse Management Services Ltd (CMSL), simplifying its UK interests and reducing its capital employed, was decided on 15 November 2006. The Board also discussed plans to open a branch in Algeria.
The Board regularly reviewed the situation regarding credit, market, legal and operational risks. It approved the new permanent control, periodic control and compliance control organisation, in accordance with new French banking regulations (CRBF regulation 97-02 as amended). It examined the annual reports sent to the Commission Bancaire (the French Banking Commission), along with followup letters and responses following control and audit assignments of the French Banking Commission.
The Board discussed the group’s corporate responsibility efforts in its 17 May 2006 meeting.
The work done by the Board committees was regularly documented in detailed reports drawn up by their Chairmen, and was discussed in Board meetings. The Board was kept informed of the progress of work to comply with Basel II regulation (25 July 2006) and the effective implementation of Sarbanes-Oxley (SOX) procedures.
Apart from these major issues, the Board also discussed various other issues which are legally its responsibility.
All the information concerning corporate governance are in the 2006 Annual Report and Accounts (pages 26 to 31)
