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 April
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
(Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934).
Yes
No X
(If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
).
HSBC HOLDINGS PLC
CHANGES TO BOARD AND COMMITTEE COMPOSITION
HSBC Holdings plc (the 'Company') has today announced the
appointment of Steven (Steve) Guggenheimer (54) as an independent
non-executive Director of the Company. The appointment will take
effect from 1 May 2020. He will also be appointed as a member
of the Group Risk Committee and the Nomination & Corporate
Governance Committee.
Steve is an accomplished technology executive with more than 25
years of experience at Microsoft, where he has held a variety of
senior and large-scale leadership roles. These include: Corporate
Vice President, Artificial Intelligence; Corporate Vice President,
Chief Evangelist; and Corporate Vice President, Original Equipment
Manufacturer.
Commenting on the appointment, the Group Chairman, Mark Tucker,
said: "I am delighted to welcome Steve to the Board. His
significant experience of digital transformation, AI and Cloud
computing will bring an invaluable perspective to the Board.
Steve's excellent track record in advising large complex businesses
on the impact of technology and how to change will support HSBC's
strategic transformation."
The Directors have determined that Mr Guggenheimer is independent.
In making that determination, the Directors have concluded that
there are no other relationships or circumstances which are likely
to affect his judgement and that any relationships or circumstances
which could appear to do so were not considered to be
material.
The Company further announces that Kathleen Louise Casey (Kathy)
does not intend to seek re-election to the Board at the Company's
Annual General Meeting ('AGM') on 24 April 2020. She will formally
retire from the Board at the conclusion of the AGM.
In accordance with Rule 13.51(2) of the Rules Governing the Listing
of Securities on The Stock Exchange of Hong Kong Limited (the 'Hong
Kong Listing Rules'), the Company confirms that there are no
matters which need to be brought to the attention of shareholders
of the Company in connection with Kathleen Casey's retirement from
the Board.
For the purposes of section 430(2B) of the Companies Act 2006, she
will receive her pro rata entitlement to non-executive Director
fees for the month of April 2020 and is not entitled to any
payments for loss of office.
The Group Chairman, Mark Tucker, said: "On behalf of the Board, I
would like to thank Kathy for her outstanding commitment and
invaluable contribution to the Board and its Committees over the
past six years. Kathy brought extensive financial regulatory policy
experience and has provided excellent guidance, counsel and
oversight to the Group Audit Committee, the Financial System
Vulnerabilities Committee, and most recently as a member of the
Group Risk Committee."
For and on behalf of
HSBC Holdings plc
Aileen Taylor
Group Company Secretary and Chief Governance Officer
Media enquiries to:
Investor enquiries to:
SUPPLEMENTARY INFORMATION
As an independent non-executive Director, Mr Guggenheimer 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 2019 Annual
General Meeting. The total per annum fees consist of: £127,000
for his role as independent non-executive Director, £40,000 as
a member of the Group Risk Committee, £33,000 as a member of
the Nomination & Corporate Governance Committee and a
£4,000 travel allowance.
Mr Guggenheimer's appointment as a Director of HSBC Holdings plc is
subject to election by shareholders at the 2021 AGM and annual
re-election thereafter. His initial three year term will run from
his initial election, if successful, until the 2024
AGM.
Mr Guggenheimer has not held any directorships in any other
publicly listed companies, whether in London, Hong Kong or
overseas, during the previous five years and he does not have any
relationship with any directors, senior management, substantial or
controlling shareholders of the Company. He does not have any
interests in the shares of the Company within the meaning of Part
XV of the Securities and Futures Ordinance.
There are no matters relating to the appointment of Mr Guggenheimer
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 Hong Kong Listing
Rules.
Notes to editors:
1. Professional qualifications of Mr Guggenheimer
Master of Science in Engineering and Industrial Management.
Stanford University, 1993.
Bachelor of Science in Applied Physics. University of
California,
1987.
2. The Board of Directors of HSBC Holdings plc as at the date
of this announcement is:
Mark Tucker*, Noel Quinn, Kathleen Casey†, Laura Cha†,
Henri de Castries†, Irene Lee†, José Antonio
Meade Kuribreña †, Heidi Miller†, David
Nish†, Ewen Stevenson, Jackson Tai† and Pauline van der
Meer Mohr†.
* Non-executive Group Chairman
† Independent non-executive Director
3. HSBC Holdings plc
HSBC Holdings plc, the parent company of the HSBC Group, is
headquartered in London. HSBC serves customers worldwide from
offices in 64 countries and territories in our geographical
regions: Europe, Asia, North America, Latin America, and Middle
East and North Africa. With assets of US$2,715bn at 31
December 2019, 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:
23 April 2020
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