EnglishBoard of Directors’ internal rules
The internal rules set forth the primary mandates which are given to the Board of Directors.
The Board of Directors’ internal rules were first established in 1996, and were updated in 2001, 2003, 2005 and 2008. The latest adjustment was submitted to the Board in its meeting on 27 May 2009. A new update to these rules will be submitted to the Board in February 2010 to incorporate the new rules stipulated under regulation 97-02 pertaining to the duties and responsibilities of the Nomination and Remuneration Committee.
These rules specify the Board’s main duties:
- to discuss all issues relating to its legal and regulatory obligations and those arising from the company’s articles of association;
- to determine the general direction of the company’s activities and ensure that it is followed.
In addition, the rules confer certain duties on independent Directors sitting on the Board of Directors of a 100 per cent-owned subsidiary as follows:
- to discuss the strategy adopted by HSBC France;
- to oversee its implementation;
- to approve strategic investment and divestment plans and all transactions liable to have a significant impact on earnings;
- to oversee and control material risks;
- to ensure the quality of information provided to the shareholder and to the market through the financial statements and the Annual Report;
- to protect the reputation of the HSBC Group in France.
Further to the Board’s decision to separate the Chairman and CEO roles, the internal rules were adapted in May 2009 to take into account the position of Stuart Gulliver as Chairman of the Board of HSBC France and CEO Global Banking and Markets and Asset Management of HSBC Holdings plc. They define the procedures for conducting Board meetings and providing information to the Board. Furthermore, the Board’s internal rules define, in accordance with the HSBC Group rules, the duties, powers and responsibilities of the Audit Committee and the Nomination and Remuneration Committee (see above). They also incorporate a code of conduct to be followed by the Directors of HSBC France, setting out their rights and duties. Lastly, they define intervention rules on HSBC Group listed securities for HSBC France directors.
All the information concerning corporate governance are in the 2009 Annual Report and Accounts (pages 10 to 33)
