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 March
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-
).
The following regulated information, disseminated pursuant to
DTR6.3.5, comprises the Notice of Annual General Meeting for 2020
which was sent to shareholders of HSBC Holdings plc on 11 March
2020. A copy of the Notice of Annual General Meeting is available
at www.hsbc.com/agm.
HSBC Holdings plc
Notice of Annual General Meeting to be held at 11.00am on Friday,
24 April 2020
Queen Elizabeth Hall, Southbank Centre, Belvedere Road, London, SE1
8XX
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If you are in any doubt as to any aspect of the proposals referred
to in this document or as to the action you should take, you should
consult a stockbroker, solicitor, accountant or other appropriate
independent professional adviser.
If you have sold or transferred all your shares in HSBC Holdings
plc (the "Company") you should at once forward this document and
all accompanying documents to the stockbroker, bank or other agent
through whom the sale or transfer was effected for transmission to
the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of
Hong Kong Limited take no responsibility for the contents of this
document, make no representation as to its accuracy or completeness
and expressly disclaim any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of
the contents of this document. The ordinary shares of the Company
trade under stock code 5 on The Stock Exchange of Hong Kong
Limited.
A Chinese translation of this Notice of Annual General Meeting is
available at www.hsbc.com. Alternatively, the Chinese translation
of this and future documents may be obtained by contacting the
Company's registrar (see page 28).
Contents
1.
|
Chairman's
letter...............................................................................................................................................................................................................................................................................................................................................................................................................................
|
1
|
2.
|
Notice
of the 2020 Annual General
Meeting...................................................................................................................................................................................................................................................................................................................................................................................
|
5
|
3.
|
Explanatory
notes.............................................................................................................................................................................................................................................................................................................................................................................................................................
|
11
|
4.
|
Information
about the 2020 Annual General
Meeting.....................................................................................................................................................................................................................................................................................................................................................................
|
24
|
5.
|
General
information.........................................................................................................................................................................................................................................................................................................................................................................................................................
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28
|
6.
|
Appendices.......................................................................................................................................................................................................................................................................................................................................................................................................................................
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30
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11 March 2020
Dear Shareholder
I am pleased to invite you to the HSBC Holdings plc 2020 Annual
General Meeting ("AGM") to be held at 11.00am on Friday, 24 April
2020 at the Queen Elizabeth Hall, Southbank Centre, Belvedere Road,
London, SE1 8XX.
I look forward to seeing many of you at our AGM. If, however, you
are unable to attend in person, you may choose to watch the meeting
via a webcast at www.hsbc.com/agmwebcast.
I encourage you to read the enclosed Notice of the AGM which
explains the particulars of the business to be considered at the
meeting. I also encourage you to vote in accordance with the
Board's recommendation, which all of the Directors intend to do in
respect of their own shareholdings. In addition to the standard
items of business, there are three items that I would specifically
like to highlight:
1. Directors
There have been a number of changes to the membership of the Board
since last year's AGM.
John Flint, our previous Group Chief Executive, stepped down from
the Board on 5 August 2019. I would like to thank John for
his personal commitment, dedication and the significant
contribution that he made over his long career with the Group. John
was replaced by Noel Quinn, who was appointed by the Board as
interim Group Chief Executive on 5 August 2019. Noel brings a track
record of business success, strong client relationships and deep
global expertise from his 27 years with the Group. Noel will stand
for election for the first time at this year's AGM.
I would also like to thank Marc Moses, who retired from his role as
Executive Director and Group Chief Risk Officer on 31 December
2019, for his dedication and commitment to the Group over many
years.
I would like to extend my thanks on behalf of the Board to Sir
Jonathan Symonds who retired from the Board on 18 February 2020 and
also to Kathleen Casey who will retire at the conclusion of the
AGM. Neither Jon nor Kathy are standing for re-election. I am
grateful to both Jon and Kathy for their commitment to the
Board.
Jon made a significant contribution to the Group, in his
stewardship of the UK Bank through ring-fencing, as Chairman of the
Group Audit Committee and more recently as Deputy Chairman and
Senior Independent non-executive Director. Following Jon's
retirement, David Nish succeeded him as Senior Independent
non-executive Director and Chairman of the Group Audit Committee
with effect from 19 February 2020.
Kathy has made a valuable contribution to both the Board and the
Committees on which she has served during her tenure, namely the
Group Audit Committee, Group Risk Committee, Nomination &
Corporate Governance Committee and the Financial System
Vulnerabilities Committee.
As is customary, all continuing Directors will stand for
re-election by shareholders at the AGM. The current composition of
the Board can be found on pages 3 and 4. Biographical details can
be found on pages 14 to 18.
At the conclusion of this year's AGM, subject to the election and
re-election of the Directors as recommended, your Board will
comprise of a non-executive Group Chairman, two executive Directors
and eight independent non-executive Directors.
2. HSBC Share Plans
We are proud of our efforts to encourage employee share ownership
and we operate a number of different UK and global share plans to
facilitate this. Share ownership aligns the interests of our
employees with the creation of shareholder value. To ensure the
continuous effective running of these share plans we are seeking
shareholder approval to extend the life of the plans for a further
10 years to 2030 and to refresh the limits on the number of shares
which may be issued (and/or transferred out of treasury) upon the
exercise of any share options to be issued under the 2011 Plan and
UK Sharesave Plan.
3. Shareholder Requisitioned Resolution
We have received notice of a shareholder requisitioned resolution
pursuant to Section 338 of the Companies Act 2006. This resolution
is incorporated as Resolution 18 in the Notice of AGM. The
resolution has been requisitioned by a group of shareholders and
should be read together with their statement in support of the
proposed resolution set out in Appendix 6 on pages 43 to 44. Your
Board recommends that you vote against this resolution for the
reasons set out in Appendix 7 on pages 45 to 47.
Your Board considers that the proposals set out in Resolutions 1 to
17 of this Notice are in the best interests of the Company and its
shareholders and recommends that you vote in favour of those
resolutions. Your Board recommends that you vote against Resolution
18 for the reasons set out in Appendix 7 on pages 45 to 47. The
Directors intend to vote in line with these recommendations in
respect of their own beneficial holdings.
A form of proxy is enclosed or can be accessed at
www.hsbc.com/proxy. Whether or not you are able to attend the AGM,
I encourage you to complete and submit a form of proxy. Appointing
a proxy will not prevent you from attending the AGM and voting in
person, should you subsequently be able to attend.
Together with the Board, I would like to thank you for your
continued support and I very much look forward to welcoming you at
the AGM.
Yours sincerely
Mark E. Tucker
Group Chairman
HSBC Holdings plc
Incorporated in England with limited liability. Registered in
England: number 617987
Registered Office and Group Head Office:
8 Canada Square, London E14 5HQ, United Kingdom
Directors
Mark E. Tucker, 62
Group Chairman
Kathleen Casey, 53
Independent non-executive Director
Laura Cha, GBM, 70
Independent non-executive Director
Henri de Castries, 65
Independent non-executive Director
Irene Lee, 66
Independent non-executive Director
Dr José Antonio Meade Kuribreña, 51
Independent non-executive Director
Heidi Miller, 66
Independent non-executive Director
David Nish, 59
Senior Independent Director
Noel Quinn 58
Group Chief Executive
Ewen Stevenson, 53
Group Chief Financial Officer
Jackson Tai, 69
Independent non-executive Director
Pauline van der Meer Mohr, 60
Independent non-executive Director
Secretary
Aileen Taylor, 47
Group Company Secretary and Chief Governance Officer
HSBC Holdings plc
Notice of the 2020 Annual General Meeting
Notice is hereby given that the 2020 Annual General Meeting of HSBC
Holdings plc will be held at the Queen Elizabeth Hall, Southbank
Centre, Belvedere Road, London, SE1 8XX, United Kingdom at 11.00am
on Friday, 24 April 2020.
Resolutions numbered 1 to 7, 10, 12 and 14 to 16 will be proposed
as ordinary resolutions and those numbered 8, 9, 11, 13, 17 and 18
will be proposed as special resolutions. For ordinary resolutions
to be passed, more than half of the votes cast must be in favour of
the resolution, while in the case of special resolutions at least
three-quarters of the votes must be cast in favour.
1. Annual
Report & Accounts*
To receive the Annual Accounts and Reports of the Directors and of
the Auditor for the year ended 31 December 2019.
2. Directors'
Remuneration Report*
To approve the Directors' Remuneration Report set out on pages 184
to 210 of the Annual Report & Accounts for the year ended 31
December 2019, excluding the summary of the Directors' Remuneration
Policy on pages 187 to 189.
3. Election
and re-election of Directors*
To elect by separate resolution:
To re-elect by separate resolutions each of:
(b)
|
Laura
Cha;
|
(g)
|
David
Nish;
|
(c)
|
Henri
de Castries;
|
(h)
|
Ewen
Stevenson;
|
(d)
|
Irene
Lee;
|
(i)
|
Jackson
Tai;
|
(e)
|
José
Antonio Meade Kuribreña;
|
(j)
|
Mark
Tucker; and
|
(f)
|
Heidi
Miller;
|
(k)
|
Pauline
van der Meer Mohr.
|
|
|
|
|
4. Re-appointment of Auditor*
To re-appoint PricewaterhouseCoopers LLP as Auditor of the
Company.
5. Remuneration of Auditor*
To authorise the Group Audit Committee to determine the
remuneration of the Auditor.
6. Political
Donations*
THAT in accordance with sections 366 and 367 of the UK Companies
Act 2006 (the "Act") the Company, and any company which is a
subsidiary of the Company at any time during the period for which
this resolution has effect, be authorised to:
(a)
make political donations to political parties and/or independent
election candidates;
(b)
make political donations to political organisations other than
political parties; and
(c)
incur political expenditure,
in each case during the period starting on the date of passing of
this Resolution 6 and expiring at the conclusion of the Annual
General Meeting of the Company to be held in 2021 or at the close
of business on 30 June 2021, whichever is earlier, provided the
aggregate amount of any such donations and expenditure shall not
exceed £200,000 during the period for which this
Resolution 6 has effect. For the purposes of this resolution, the
terms 'political donations', 'political parties', 'independent
election candidates', 'political organisations' and 'political
expenditure' shall have the meanings given to them by sections 363
to 365 of the Act.
7.
Authority to allot
shares*
THAT the Directors be generally and unconditionally authorised
pursuant to and for the purposes of section 551 of the UK Companies
Act 2006 (the "Act") to exercise all the powers of the Company to
allot shares in the Company and to grant rights to subscribe for,
or to convert any security into, shares in the
Company:
(a) up to an
aggregate nominal amount of US$2,033,193,983 (such amount to be restricted to the extent
that any allotments or grants are made under paragraphs (b) or (c)
of this resolution so that in total no more than US$3,388,656,638
can be allotted or granted under paragraphs (a) and (b) of this
resolution and no more than US$6,777,313,276 can be allotted under
paragraphs (a), (b) and (c) of this resolution);
and
(b)
up to an aggregate nominal amount of US$3,388,656,638 (such amount
to be restricted to the extent that any allotments or grants are
made under paragraphs (a) or (c) of this resolution so that in
total no more than US$3,388,656,638 can be allotted or granted
under paragraphs (a) and (b) of this resolution and no more than
US$6,777,313,276 can be allotted under paragraphs (a), (b) and (c)
of this resolution) in connection with an offer or invitation
to:
(i)
holders of ordinary shares in proportion (as nearly as may be
practicable) to the respective number of ordinary shares held by
them; and
(ii)
holders of other securities, bonds, debentures or warrants which,
in accordance with the rights attaching thereto, are entitled to
participate in such an offer or invitation or as the Directors
consider necessary,
but
in each case subject to such exclusions or other arrangements as
the Directors may deem necessary or expedient in relation to record
dates, fractional entitlements, treasury shares or securities
represented by depositary receipts or having regard to any
restrictions, obligations, practical or legal problems under the
laws of or the requirements of any regulatory body or stock
exchange in any territory or otherwise howsoever; and
(c)
comprising equity securities (as defined in section 560 of the Act)
up to an aggregate nominal amount of US$6,777,313,276 (such amount
to be restricted to the extent that any allotments or grants are
made under paragraphs (a) or (b) of this resolution so that in
total no more than US$6,777,313,276 can be allotted under
paragraphs (a), (b) and (c) of this resolution) in connection with
a rights issue to:
(i)
holders of ordinary shares in proportion (as nearly as may be
practicable) to the respective number of ordinary shares held by
them; and
(ii)
holders of other securities, bonds, debentures or warrants which,
in accordance with the rights attaching thereto, are entitled to
participate in such an issue or as the Directors consider
necessary,
but
in each case subject to such exclusions or other arrangements as
the Directors may deem necessary or expedient in relation to record
dates, fractional entitlements, treasury shares or securities
represented by depositary receipts or having regard to any
restrictions, obligations, practical or legal problems under the
laws of or the requirements of any regulatory body or stock
exchange in any territory or otherwise howsoever; and
(d)
up to an aggregate nominal amount of £150,000 (in the form of
15,000,000 non-cumulative preference shares of £0.01 each),
€150,000 (in the form of 15,000,000 non-cumulative preference
shares of €0.01 each) and US$150,000 (in the form of
15,000,000 non-cumulative preference shares of US$0.01
each),
provided that such authority shall expire at the conclusion of the
Annual General Meeting of the Company to be held in 2021 or at the
close of business on 30 June 2021, whichever is the earlier, save
that this authority shall allow the Company before the expiry of
this authority to make offers, and enter into agreements, which
would, or might, require shares to be allotted or rights to
subscribe for, or to convert any security into, shares to be
granted after the authority expires and the Directors may allot
shares or grant rights to subscribe for, or to convert any security
into, shares (as the case may be) in pursuance of such offers or
agreements as if the authority conferred hereby had not
expired.
8. Disapplication of pre-emption
rights#
THAT if Resolution 7 set out in the Notice convening this meeting
is passed, the Directors be authorised to allot equity securities
(as defined in the UK Companies Act 2006 (the "Act")) for cash
under the authority given by Resolution 7 and/or to sell shares
held by the Company as treasury shares for cash as if section
561(1) of the Act did not apply to any such allotment or sale, such
authority to be limited:
(a)
to the allotment of equity securities or sale of treasury shares
for cash in connection with any rights issue, or other offer or
invitation (but in the case of the authority granted under
paragraph (c) of Resolution 7, by way of a rights issue only)
to:
(i)
holders of ordinary shares in proportion (as nearly as may be
practicable) to the respective number of ordinary shares held by
them; and
(ii)
holders of other securities, bonds, debentures or warrants which,
in accordance with the rights attaching thereto, are entitled to
participate in such an issue, offer or invitation or as the
Directors consider necessary,
but
in each case subject to such exclusions or other arrangements as
the Directors may deem necessary or expedient in relation to record
dates, fractional entitlements, treasury shares or securities
represented by depositary receipts or having regard to any
restrictions, obligations, practical or legal problems under the
laws of or the requirements of any regulatory body or stock
exchange in any territory or otherwise howsoever; and
(b)
to the allotment of equity securities or sale of treasury shares
(otherwise than under paragraph (a) above) up to an aggregate
nominal amount of US$508,298,496,
provided that such authority shall expire at the conclusion of the
Annual General Meeting of the Company to be held in 2021 or at the
close of business on 30 June 2021, whichever is the earlier, save
that this authority shall allow the Company before expiry of this
authority to make offers, and enter into agreements, which would or
might require equity securities to be allotted (or treasury shares
to be sold) after the authority expires and the Directors may allot
equity securities (or sell treasury shares) under any such offer or
agreement as if the authority had not expired.
9. Further disapplication of
pre-emption rights for acquisitions#
THAT if Resolution 7 set out in the Notice convening this meeting
is passed, the Directors be authorised (in addition to any
authority granted under Resolution 8 set out in the Notice
convening this meeting) to allot equity securities (as defined in
the UK Companies Act 2006 (the "Act")) for cash under the authority
given by Resolution 7 and/or to sell shares held by the Company as
treasury shares for cash as if section 561(1) of the Act did not
apply to any such allotment or sale, such authority to
be:
(a)
limited to the allotment of equity securities or sale of
treasury shares up to a nominal amount of US$508,298,496;
and
(b)
used only for the purposes of financing (or refinancing, if the
authority is to be used within six months after the original
transaction) a transaction which the Directors determine to be an
acquisition or other capital investment of a kind contemplated by
the Statement of Principles on Disapplying Pre-Emption Rights most
recently published by the Pre-Emption Group prior to the date of
the Notice convening this meeting,
provided that such authority shall expire at the conclusion of the
Annual General Meeting of the Company to be held in 2021 or at the
close of business on 30 June 2021, whichever is the earlier, save
that this authority shall allow the Company before expiry of this
authority to make offers, and enter into agreements, which would or
might require equity securities to be allotted (or treasury shares
to be sold) after the authority expires and the Directors may allot
equity securities (or sell treasury shares) under any such offer or
agreement as if the authority had not expired.
10. Addition of any repurchased shares to general authority
to allot shares*
THAT the authority granted to the Directors to allot shares or
grant rights to subscribe for, or convert any security into shares
in the Company pursuant to paragraph (a) of Resolution 7 set out in
the Notice convening this meeting be extended by the addition of
such number of ordinary shares of US$0.50 each representing the
nominal amount of the Company's share capital repurchased by the
Company under the authority granted pursuant to Resolution 11 set
out in the Notice convening this meeting, to the extent that such
extension would not result in any increase in the authority to
allot shares or grant rights to subscribe for or convert securities
into shares pursuant to paragraphs (b) and (c) of Resolution 7 set
out in the Notice convening this meeting.
11. Purchases of Ordinary Shares
by the Company#
THAT the Company be and is hereby generally and unconditionally
authorised for the purposes of section 701 of the UK Companies Act
2006 (the "Act") to make market purchases (within the meaning of
section 693 of the Act) of Ordinary Shares of US$0.50 each
("Ordinary Shares") and on such terms and in such manner as the
Directors shall from time to time determine provided
that:
(a)
the maximum aggregate number of Ordinary Shares
hereby authorised to be purchased is 2,033,193,983 Ordinary
Shares;
(b)
the minimum price (exclusive of expenses) which may be paid for
each Ordinary Share is US$0.50 or the equivalent in the relevant
currency in which the purchase is effected calculated by reference
to the spot rate of exchange for the purchase of United States
dollars with such other currency as quoted by HSBC Bank plc in the
London Foreign Exchange Market at or about 11.00am (London time) on
the business day (being a day on which banks are ordinarily open
for the transaction of normal banking business in London) prior to
the date on which the Ordinary Share is contracted to be purchased,
in each case such rate to be the rate as conclusively certified by
an officer of HSBC Bank plc;
(c)
the maximum price (exclusive of expenses) which may be paid
for each Ordinary Share is the lower of (i) 105 per cent of the
average of the middle market quotations for the Ordinary Shares (as
derived from the Daily Official List of the London Stock Exchange
plc) for the five dealing days immediately preceding the day on
which the Ordinary Share is contracted to be purchased, or (ii) 105
per cent of the average of the closing prices of the Ordinary
Shares on The Stock Exchange of Hong Kong Limited for the five
dealing days immediately preceding the day on which the Ordinary
Share is contracted to be purchased, in each case converted (where
relevant) into the relevant currency in which the purchase is
effected calculated by reference to the spot rate of exchange for
the purchase of such currency with the currency in which the
quotation and/or price is given as quoted by HSBC Bank plc in the
London Foreign Exchange Market at or about 11.00am (London time) on
the business day prior to the date on which the Ordinary Share is
contracted to be purchased, in each case such rate to be the rate
as conclusively certified by an officer of HSBC Bank
plc;
(d)
unless previously revoked or varied this authority shall expire at
the conclusion of the Annual General Meeting of the Company to be
held in 2021 or at the close of business on 30 June 2021, whichever
is the earlier; and
(e)
the Company may prior to the expiry of this authority
make a contract or contracts to purchase Ordinary Shares under this
authority which will or may be completed or executed wholly or
partly after such expiry and may make a purchase of Ordinary Shares
pursuant to any such contract or contracts as if the authority
conferred hereby had not expired.
12. Additional authority to allot equity securities in
relation to the issue of Contingent Convertible
Securities*
THAT in addition to any authority granted pursuant to Resolution 7
set out in the Notice convening this meeting, the Directors be
generally and unconditionally authorised under and for the purposes
of section 551 of the UK Companies Act 2006 (the "Act") to exercise
all the powers of the Company to allot shares in the Company and to
grant rights to subscribe for, or to convert any security into,
shares in the Company up to an aggregate nominal amount of
US$2,033,193,983 in relation to any issue by the Company or any
member of the Group of Contingent Convertible Securities ("CCSs")
that automatically convert into or are exchanged for ordinary
shares in the Company in prescribed circumstances where the
Directors consider such an issue of CCSs would be desirable in
connection with, or for the purposes of, complying with or
maintaining compliance with regulatory capital requirements or
targets applicable to the Group from time to time and otherwise on
terms as may be determined by the Directors, provided that such
authority shall expire at the conclusion of the Annual General
Meeting of the Company to be held in 2021 or at the close of
business on 30 June 2021, whichever is the earlier, save that this
authority shall allow the Company before the expiry of this
authority to make offers, and enter into agreements, which would or
might require shares to be allotted or rights to subscribe for, or
to convert any security into, shares to be granted after the
authority expires and the Directors may allot shares or grant
rights to subscribe for, or to convert any security into, shares
(as the case may be) in pursuance of such offers or agreements as
if the authority conferred hereby had not expired.
13. Limited
disapplication of pre-emption rights in relation to the issue of
Contingent Convertible Securities#
THAT if Resolution 12 set out in the Notice convening this meeting
is passed, the Directors be authorised (in addition to any
authority granted under Resolutions 8 and 9 set out in the Notice
convening this meeting) to allot equity securities (as defined in
the UK Companies Act 2006 (the "Act")) for cash under the authority
given by Resolution 12 and/or to sell shares held by the Company as
treasury shares for cash as if section 561(1) of the Act did not
apply to any such allotment or sale, provided that such authority
shall expire at the conclusion of the Annual General Meeting of the
Company to be held in 2021 or at the close of business on 30 June
2021, whichever is the earlier, save that this authority shall
allow the Company before expiry of this authority to make offers,
and enter into agreements, which would or might require equity
securities to be allotted (or treasury shares to be sold) after the
authority expires and the Directors may allot equity securities (or
sell treasury shares) under any such offer or agreement as if the
authority had not expired.
14. HSBC Share Plan 2011*
THAT
the amendments to the rules of the HSBC Share Plan 2011 ("2011
Plan"), the main features of which are summarised in Appendix 3,
to:
(i)
set a new numerical limit so that the number of shares which may be
issued (and/or transferred out of treasury) upon exercise of any
share options to be granted under the 2011 Plan and share options
to be granted under any other employee share plan of the Company or
a subsidiary shall not exceed 10 per cent of the aggregate shares
in issue (excluding shares in treasury) at the date of the passing
of this resolution; and
(ii)
extend the termination date of the 2011 Plan from 27 May 2021 to 24
April 2030,
are
hereby approved and that the Directors are hereby authorised
to:
(i)
do whatever may be necessary or expedient to carry the revised 2011
Plan into effect including making such changes as may be necessary
or desirable, from time to time, to amend or operate the 2011 Plan;
and
(ii)
establish further plans based on the 2011 Plan but modified to take
account of local tax, exchange control or securities laws in
overseas territories, provided that any shares made available under
such further plans are treated as counting against any limits on
individual or overall participation in the 2011 Plan.
15. UK Sharesave*
THAT
the amendments to the rules of the HSBC Holdings Savings-Related
Share Option Plan (UK) ("UK Sharesave"), the main features of which
are summarised in Appendix 4, to:
(i)
set a new numerical limit so that the number of shares which may be
issued (and/or transferred out of treasury) upon exercise of any
share options to be granted under the UK Sharesave and share
options to be granted under any other employee share plan of the
Company or a subsidiary shall not exceed 10 per cent of the
aggregate shares in issue (excluding shares in treasury) at the
date of the passing of this resolution; and
(ii)
extend the termination date of the UK Sharesave from 23 May 2025 to
24 April 2030;
are
hereby approved and that the Directors are hereby authorised
to:
(i)
do whatever may be necessary or expedient to carry the
revised UK Sharesave into effect including making such changes as
may be necessary or desirable, from time to time, to amend or
operate the UK Sharesave including to take account of the
requirements of HM Revenue & Customs and best practice;
and
(ii)
establish further plans based on the UK Sharesave but modified to
take account of local tax, exchange control or securities laws in
overseas territories, provided that any shares made available under
such further plans are treated as counting against any limits on
individual or overall participation in the UK
Sharesave.
16. UK SIP and ShareMatch*
THAT
the amendment to the trust deed and rules of the HSBC Holdings UK
Share Incentive Plan ("UK SIP") and the rules of the HSBC
International Employee Share Purchase Plan ("ShareMatch"), the main
features of which are summarised in Appendix 5, to extend the
termination date of the UK SIP and ShareMatch from 28 May 2020 to
24 April 2030 is hereby approved and that the Directors are hereby
authorised to:
(i)
do whatever may be necessary or expedient to carry the revised UK
SIP and ShareMatch into effect including making such changes as may
be necessary or desirable, from time to time, to amend or operate
the UK SIP and the ShareMatch including to take account of the
requirements of HM Revenue & Customs and best practice;
and
(ii)
establish further plans based on the UK SIP but modified to take
account of local tax, exchange control or securities laws in
overseas territories, provided that any share made available under
such further plans is treated as counting against any limits on
individual or overall participation in the UK SIP.
17. Notice of general
meetings#
THAT the Company hereby approves general meetings (other than
annual general meetings) being called on a minimum of 14 clear
days' notice.
18. Shareholder requisitioned
resolution#
To instruct the directors by Special Resolution to remove or
effectively eradicate the "State Deduction" feature of the Post
1974 Midland Bank Defined Benefit Pension Scheme, which by doing so
will forestall potential formal action by the Equalities and Human
Rights Commission and the reputational damage that would
cause.
The Board unanimously recommends that shareholders VOTE AGAINST
Resolution 18.
By order of the Board
Aileen Taylor
11 March 2020
Group Company Secretary and Chief Governance Officer
HSBC Holdings plc
Incorporated in England with
limited liability. Registered in England: number
617987 Registered Office
and Group Head Office:
8 Canada Square, London E14 5HQ, United Kingdom
* Ordinary resolution
# Special
resolution
Explanatory notes
Information about the business to be considered at the 2020 Annual
General Meeting ("AGM") is set out below.
These explanatory notes should be read in conjunction with the
Annual Report & Accounts in respect of the year ended 31
December 2019. This Notice of AGM, the Annual Report & Accounts
and the Strategic Report are available at
www.hsbc.com.
For the purpose of this Notice, the issued share capital (excluding
treasury shares) of the Company on 26 February 2020, being the
latest practicable date prior to the printing of this document, was
20,331,939,830 ordinary shares of US$0.50 each and carrying one
vote each with total voting rights of 20,331,939,830.
1. Annual Report &
Accounts
The purpose of this item is for shareholders to receive and
consider the Annual Accounts and the Reports of the Directors and
of the Auditor for the year ended 31 December 2019.
2. Directors' Remuneration
Report
The purpose of this item is to seek shareholder approval of the
Directors' Remuneration Report for the year ended 31 December 2019
(other than the summary of the Directors' Remuneration Policy on
pages 187 to 189 of the Annual Report & Accounts). The
Directors' Remuneration Report is on pages 184 to 210 of the Annual
Report & Accounts. The actual remuneration paid to Directors in
2019 was made within the boundaries of the Directors' Remuneration
Policy approved by shareholders at the 2019 Annual General Meeting.
The vote on the Directors' Remuneration Report is advisory in
nature and cannot impact what is paid under the
shareholder-approved Directors' Remuneration Policy.
3. Election and re-election of
Directors
Appointment
Appointments to the Board are made on merit and candidates are
considered against objective criteria, having due regard to the
benefits of the diversity of the Board. The Nomination &
Corporate Governance Committee leads the Board appointment process,
agrees the criteria for any appointments and engages independent
external search consultants, as required. At the conclusion of this
process, the Committee will nominate potential candidates for
appointment to the Board. In the exercise of its responsibilities,
the Committee regularly reviews the Board's structure, size and
composition, including skills, knowledge, experience, independence
and diversity.
Diversity
The biography of each Director located on pages 14 to 18 can be
used to assess how each individual contributes to the diversity of
the Board.
Independence
The Board has concluded that all of the non-executive Directors
standing for re-election at the AGM are independent in character
and judgement.
When considering independence, the Board calculates the length of
service of a non-executive Director by reference to the date of his
or her election by shareholders following their appointment. The
Board has determined that there are no relationships or
circumstances which are likely to affect the judgement of any of
the non-executive Directors. Any relationships or circumstances
which could appear to do so are not considered to be material. Each
of the Directors standing for re-election has confirmed that they
have no material relationship with another Director, a member of
senior management or any substantial or controlling shareholder of
HSBC Holdings plc.
Election of new Director
Noel Quinn will offer himself for election as a Director having
assumed the role of Executive Director and Group Chief Executive
effective from 5 August 2019.
Time Commitment
The Board, both prior to a Director's appointment and when
nominating a Director for re-election enquires, and obtains
assurance, that each Director is, or will be, capable of
contributing the time expected of them and time that may be
unanticipated should additional demands be placed on them in
relation to HSBC or in relation to their other
commitments.
The Board has carefully considered the other commitments held by
the Directors and has applied the same standard of enquiry for each
of them. Our focus is to determine the ability of each Director to
commit sufficient time to fulfil their individual obligations,
rather than a strict adherence to a numeric count of directorships.
Where Directors hold other roles either outside of or elsewhere
within the Group, or prior to accepting any additional roles,
particular attention is paid to ensure that they are able to commit
sufficient time to HSBC.
Tenure
Non-executive Directors are appointed for an initial three-year
term and, subject to re-election by shareholders at each AGM, are
typically expected to serve two three-year terms. The Board may
invite a Director to serve additional periods. Any term beyond six
years is subject to particularly rigorous review by the Nomination
& Corporate Governance Committee.
Arising from its deliberations, the Board notes the following in
relation to those Directors seeking re-election:
Irene Lee
Irene Lee is a highly valued and experienced Director with specific
geographic and commercial experience which is of particular
relevance to the delivery of the Group's strategy. The Board
attaches great importance to the contribution that Irene Lee makes
to HSBC.
Irene Lee is the executive Chair of Hysan Development Company
Limited and has delegated day to day operational responsibility to
her executive team. Her non-executive role with HSBC Holdings plc,
including its subsidiaries, The Hongkong and Shanghai Banking
Corporation Limited and Hang Seng Bank Limited comprise her most
significant non-executive commitments. The Board is comfortable
that Irene Lee has sufficient capacity and remains extremely
supportive of Irene Lee and her continued commitment to
HSBC.
Laura Cha
Laura Cha was appointed to the Board in March 2011. She was
appointed as non-executive Chairman of The Hongkong and Shanghai
Banking Corporation Limited, a principal subsidiary of the Company,
in December 2019.
Laura Cha has served on the Board for nine years from the date of
her first appointment as a Director. Although the Board
understands and supports the benefits of regular Board refreshment,
in view of her strong contribution and constructive guidance and
challenge when holding management to account, the Board has
requested Laura Cha to stand for re-election at the 2020
AGM. In making its recommendation to the Board, the Nomination
& Corporate Governance Committee also considered the value of
Laura Cha's extensive regulatory and policymaking experience in
Hong Kong and mainland China, and the current context of the length
of service of the other non-executive Directors as a whole, all of
whom have served on the Board for less than six years. After
taking into account all relevant factors, including her length of
service, the Board has determined that Laura Cha will continue to
be independent.
The biographies on pages 14 to 18 set out the skills and experience
which underpin the contribution each Director brings to the Board
for the long term sustainable success of the Company. Based upon
the review undertaken, the Board has satisfied itself that each of
the Directors is fully able to discharge his or her duties to the
Company and that they each have sufficient capacity to meet their
commitments to the Company. The Board has therefore concluded that
all of the Directors except, as previously announced, Kathleen
Casey who is retiring at the conclusion of the AGM, should offer
themselves for election or re-election in accordance with the
Group's regular practice.
Non-executive Directors' fees
Following shareholder approval of the Directors' Remuneration
Policy at the Annual General Meeting held on 12 April 2019, each
non-executive Director receives a fee of £127,000 per annum.
The senior independent non-executive Director will receive a fee of
£200,000 per annum in addition to his non-executive Director
fee and the fees payable for the Chairmanship or membership of
Board Committees. The non-executive Group Chairman receives a fee
of £1.5 million per annum.
The fees paid to non-executive Directors who are standing for
re-election as members of Board Committees are set out below (these
and Board fees are pro-rated for part year service where
relevant):
Committee*
|
Fees
(per annum)
|
Committee
members standing for re-election
|
|
|
Chairman
|
Member
|
|
|
|
|
|
|
|
Group
Audit Committee
|
£75,000
|
£40,000
|
David
Nish (Chairman), Jackson Tai and Pauline van der Meer
Mohr
|
|
|
Group
Risk Committee
|
£150,000
|
£40,000
|
Jackson
Tai (Chairman), José Antonio Meade Kuribreña, Heidi
Miller, David Nish and Pauline van der Meer Mohr
|
|
|
Group
Remuneration Committee
|
£75,000
|
£40,000
|
Pauline
van der Meer Mohr (Chair), Henri de Castries, David Nish and Irene
Lee
|
|
|
Nomination &
Corporate Governance Committee
|
N/A**
|
£33,000
|
Mark
Tucker (Chairman), Laura Cha, Pauline van der Meer Mohr, Henri de
Castries, Irene Lee, José Antonio Meade Kuribreña, Heidi
Miller, David Nish and Jackson Tai
|
|
|
*
For further details of the roles and accountabilities of each of
these Board Committees, see pages 171 to 183 of the Annual Report
& Accounts.
** The Group Chairman serves as the Chairman of the Nomination
& Corporate Governance Committee and receives no additional fee
in respect of this position.
Laura Cha received fees of HK$1,026,264 for her roles in 2019 as an
independent non-executive Director, Deputy Chairman and member of
the Nomination Committee of The Hongkong and Shanghai Banking
Corporation Limited. Following her appointment as the
Chairman of The Hongkong and Shanghai Banking Corporation Limited
on 6 December 2019, she will receive fees as Chairman, an
independent non-executive Director and a member of the Nomination
Committee of HK$400,000, HK$990,000 and HK$200,000 respectively per
annum. These fees were authorised by the shareholder and the Board
of The Hongkong and Shanghai Banking Corporation
Limited.
Irene Lee, as an independent non-executive Director, the Chairman
of the Remuneration Committee, a member of the Audit Committee
and a member of the Risk Committee of The Hongkong and Shanghai
Banking Corporation Limited, receives fees of HK$990,000,
HK$450,000, HK$340,000 and HK$340,000 respectively per annum. In
addition, as a non-executive Director, Chairman of the Risk
Committee and member of the Audit Committee of Hang Seng Bank
Limited, she receives fees of HK$500,000, HK$290,000 and HK$180,000
respectively per annum. These fees were authorised by shareholders
and the Boards of The Hongkong and Shanghai Banking Corporation
Limited and Hang Seng Bank Limited.
Heidi Miller receives a fee of US$550,000 per annum as
non-executive Chairman of HSBC North America Holdings Inc. This fee
was approved by the shareholder and authorised by the Board of HSBC
North America Holdings Inc.
Non-executive Directors also receive a travel allowance of
£4,000 per annum towards the additional time commitment
required for travel.
Non-executive Directors' terms of appointment
Non-executive Directors do not have service agreements, but are
bound by letters of appointment issued for and on behalf of
HSBC Holdings plc. Subject to their re-election by
shareholders, the terms of appointment of the non-executive
Directors standing for re-election will expire as follows; Laura
Cha, David Nish and Jackson Tai - 2020; Heidi Miller and Mark
Tucker - 2021; Henri de Castries, Irene Lee, Pauline van der Meer
Mohr and José Antonio Meade Kuribreña -
2022.
Executive Directors' service contracts and
remuneration
The executive Directors have rolling service contracts with a
notice period of 12 months for either party. The dates of the
service contracts are:
Noel
Quinn
5 August 2019
Ewen
Stevenson
1 December 2018
Under the terms of their employment Noel Quinn and Ewen Stevenson
each receive fixed pay consisting of base salary, cash in lieu of
pension and fixed pay allowance and are eligible to receive
discretionary variable pay awards. The base salaries paid to Noel
Quinn and Ewen Stevenson are £1,240,000 and £723,000 per
annum respectively. From 1
March 2020, their base salary will increase by 2.5 per cent in line
with base salary increase for Group employees to £1,271,000
and £741,000 per annum respectively. Noel Quinn and Ewen
Stevenson receive cash in lieu of pension allowance at 10 per cent
of base salary. Fixed pay allowances delivered in shares (net of
shares sold to cover any income tax and social security) will be
subject to a retention period. Shares will be released annually on
a pro rata basis over five years starting from the March
immediately following the end of the financial year in respect of
which the shares are granted. The fixed pay allowances paid to Noel
Quinn and Ewen Stevenson are £1,700,000 and £950,000 per
annum respectively.
Further details of the Directors' emoluments are set out in the
Directors' Remuneration Report contained in the Annual Report &
Accounts on pages 184 to 210.
The Directors at the date of this document are: Kathleen
Casey†, Laura Cha†, Henri de Castries†, Irene
Lee†, José Antonio Meade Kuribreña†, Heidi
Miller†, David Nish†, Noel Quinn, Ewen Stevenson,
Jackson Tai†, Mark Tucker*, and Pauline van der Meer
Mohr†.
* Non-executive Group Chairman
† Independent non-executive Director
Biographical details
Brief biographical details of each of the Directors standing for
election and re-election are set out below.
Noel Paul Quinn, 58
Group Chief Executive
Appointed to the Board: August 2019
Skills and experience: Noel has more than 30 years of banking and
financial services experience, both in the UK and Asia, with over
27 years at HSBC.
Career: Noel has held
various management roles across HSBC since joining in 1992. He was
most recently Chief Executive Officer of Global Commercial Banking,
having been appointed to the role in December 2015 and as a Group
Managing Director in September 2016. Noel joined Forward Trust
Group, a subsidiary of Midland Bank, in 1987 and joined HSBC in
1992 when the Group acquired Midland Bank.
External appointments: None
Laura May Lung Cha (neé Shih)†, GBM,
70
Appointed to the Board: March 2011
Member of the Nomination & Corporate Governance
Committee.
Skills and experience: Laura has extensive regulatory and policymaking
experience in the finance and securities sector in Hong Kong and
mainland China.
Career: Laura was formerly
Vice Chairman of the International Advisory Council of the China
Securities Regulatory Commission, becoming the first person outside
mainland China to join the Central Government of the People's
Republic of China at Vice-Ministerial level. The Hong Kong
Government awarded her Gold and Silver Bauhinia Stars for public
service.
She has previously served as non-executive Director of China
Telecom Corporation Limited, Bank of Communications Co., Ltd, and
Tata Consultancy Services Limited.
External appointments: Chair of Hong Kong Exchanges and Clearing Limited,
non-executive Chair of The Hongkong and Shanghai Banking
Corporation Limited, non-executive Director of The London Metal
Exchange and non-executive Director of Unilever PLC and Unilever
N.V.
Henri René Marie Augustin de la Croix de
Castries†,
65
Appointed to the Board: March 2016
Member of the Group Remuneration Committee and the Nomination &
Corporate Governance Committee.
Skills and experience: Henri has more than 25 years of international
experience in the financial services industry, working in global
insurance and asset management.
Career: Henri joined AXA
S.A. in 1989 and held a number of senior roles, including Chief
Executive Officer from 2000. In 2010, he was appointed Chairman and
Chief Executive, before stepping down in 2016.
He has previously worked for the French Finance Ministry Inspection
Office and the French Treasury Department.
External appointments: Special Adviser to General Atlantic, Chairman of
Institut Montaigne, Vice Chairman of Nestlé S.A.,
non-executive Director of the French National Foundation for
Political Science and member of the Global Advisory Council at
LeapFrog Investments.
Irene Lee†,
66
Appointed to the Board: July 2015
Member of the Group Remuneration Committee and the Nomination &
Corporate Governance Committee.
Skills and
experience: Irene has more
than 40 years of experience in the finance industry, having held
senior investment banking and fund management roles in the UK, the
US and Australia.
Career: Irene held senior
positions at Citibank, the Commonwealth Bank of Australia and
SealCorp Holdings Limited. Other past appointments include being a
member of the Advisory Council for J.P. Morgan Australia, a member
of the Australian Government Takeovers Panel and a non-executive
Director of Cathay Pacific Airways Limited.
External
appointments: Executive
Chair of Hysan Development Company Limited, non-executive Director
of The Hongkong and Shanghai Banking Corporation Limited,
non-executive Director of Hang Seng Bank Limited and a member of
the Exchange Fund Advisory Committee of the Hong Kong Monetary
Authority.
Dr José Antonio Meade Kuribreña†, 51
Appointed to the Board: March 2019
Member of the Group Risk Committee and the Nomination &
Corporate Governance Committee.
Skills and experience: José
has extensive experience across a number of industries, including
in public administration, banking, financial policy and foreign
affairs.
Career: Between 2011 and
2017, José held Cabinet-level positions in the federal
government of Mexico, including as Secretary of Finance and Public
Credit, Secretary of Social Development, Secretary of Foreign
Affairs and Secretary of Energy. Prior to his appointment to the
Cabinet, he served as Undersecretary and as Chief of Staff in the
Ministry of Finance and Public Credit.
José is also a former Director General of Banking and Savings
at the Ministry of Finance and Public Credit and served as Chief
Executive Officer of the National Bank for Rural
Credit.
External appointments: Commissioner and Board Member of the Global
Commission on Adaptation and non-executive Director of Alfa S.A.B.
de C.V.
Heidi Miller (neé Goldberg)†, 66
Appointed to the Board: September 2014
Member of the Group Risk Committee and the Nomination &
Corporate Governance Committee.
Skills and
experience: Heidi
has more than 30 years of senior management experience in
international banking and finance.
Career: Heidi was
President of International at J.P. Morgan Chase & Co. between
2010 and 2012 where she led the bank's global expansion and
international business strategy across the investment bank, asset
management, and treasury and securities services
divisions.
Previously, she ran the treasury and securities services division
for six years. Other past roles included Chief Financial Officer of
Bank One Corporation and Senior Executive Vice President of
Priceline.com Inc. She is currently Chair of HSBC North America
Holdings Inc.
She has previously served in non-executive Director roles for
General Mills Inc., Merck & Co Inc. and Progressive Corp. She
was also a trustee of the International Financial Reporting
Standards Foundation.
External appointments: Non-executive Director of Fiserv
Inc.
David Thomas Nish†,
59
Appointed to the Board: May 2016
Senior Independent Director since February 2020
Chairman of the Group Audit Committee and member of the Group Risk
Committee, Group Remuneration Committee and the Nomination &
Corporate Governance Committee.
Skills and experience: David has substantial international experience in
financial services, corporate governance, financial accounting and
operational transformation.
Career: David served as
Group Chief Executive Officer of Standard Life plc between 2010 and
2015, having joined the company in 2006 as Group Finance Director.
He is also a former Group Finance Director of Scottish Power plc
and was a partner at Price Waterhouse.
David has also previously served as a non-executive Director of
HDFC Life (India), Northern Foods plc, London Stock Exchange Group
plc, the UK Green Investment Bank plc and Zurich Insurance
Group.
External appointments: Non-executive Director of Vodafone Group
plc.
Ewen James Stevenson,
53
Group Chief Financial Officer
Appointed to the Board: January 2019
Skills and experience: Ewen has over 25 years of experience in the
banking industry, both as an adviser to major banks and as an
executive of a large financial institution.
Career: Ewen was Chief Financial Officer of Royal
Bank of Scotland Group plc from 2014 to 2018. Prior to this, Ewen
spent 25 years with Credit Suisse, where his last role was co-Head
of the EMEA Investment Banking Division and co-Head of the Global
Financial Institutions Group.
External appointments: None
Jackson Peter Tai†,
69
Appointed to the Board: September 2016
Chairman of the Group Risk Committee and member of the Group Audit
Committee and the Nomination & Corporate Governance
Committee.
Skills and experience: Jackson has significant experience as a
non-executive Director, having held senior operating and governance
roles across Asia, North America and Europe.
Career: Jackson was Vice
Chairman and Chief Executive Officer of DBS Group and DBS Bank Ltd.
between 2002 and 2007, having served as Chief Financial Officer and
then as President and Chief Operating Officer. He was previously an
investment banker at J.P. Morgan & Co. Incorporated, where he
worked for 25 years.
Other former appointments include non-executive Director of Canada
Pension Plan Investment Board, Royal Philips N.V., Bank of China
Limited, Singapore Airlines, NYSE Euronext, ING Groep N.V.,
CapitaLand Ltd, SingTel Ltd. and Jones Lang LaSalle Inc. He also
served as Vice Chairman of Islamic Bank of Asia.
External appointments: Non-executive Director of Eli Lilly and Company
and non-executive Director of Mastercard
Incorporated.
Mark Edward Tucker*, 62
Group Chairman
Appointed to the Board: September 2017
Group Chairman since October 2017
Chairman of the Nomination & Corporate Governance
Committee.
Skills and experience: With over 30 years of experience in financial
services in Asia and the UK, Mark has a deep understanding of the
industry and the markets in which we operate.
Career: Mark was
previously Group Chief Executive and President of AIA Group Limited
("AIA"). Prior to joining AIA, he held various senior management
roles with Prudential plc, including as Group Chief Executive for
four years. He served on Prudential's Board for 10
years.
Mark previously served as non-executive Director of the Court of
The Bank of England, as an independent non-executive Director of
Goldman Sachs Group and as Group Finance Director of HBOS
plc.
External appointments: Chair of TheCityUK and non-executive Chairman of
Discovery Limited.
Pauline Françoise Marie de Beaufort - van der Meer
Mohr†,
60
Appointed to the Board: September 2015
Chair of the Group Remuneration Committee and member of the Group
Risk Committee, Group Audit Committee and the Nomination &
Corporate Governance Committee.
Skills and experience: Pauline has extensive legal and human resources
experience across a number of different
sectors.
Career: Pauline served on
the Supervisory Board of ASML Holding N.V. between 2009 and 2018.
She was formerly President of Erasmus University Rotterdam, a
member of the Dutch Banking Code Monitoring Committee and a Senior
Vice President and Head of Group Human Resources Director at TNT
N.V. She also held various executive roles at the Royal Dutch Shell
Group.
External appointments: Chair of the Dutch Corporate Governance Code
Monitoring Committee, Chair of the Supervisory Board of EY
Netherlands, Deputy Chair of the Supervisory Board of Royal DSM
N.V., non-executive Director of Mylan N.V., member of the Selection
and Nomination Committee of the Supreme Court of the Netherlands
and member of the Capital Markets Committee of the Dutch Authority
for Financial Markets.
* Non-executive Group Chairman
† Independent non-executive Director
Save as disclosed above and in Appendix 8 there are no further
matters or particulars required to be disclosed pursuant
to Rule 13.51(2) of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited ("Hong Kong Listing
Rules").
4 and 5. Re-appointment of Auditor and remuneration of
Auditor
The current appointment of PricewaterhouseCoopers LLP ("PwC") as
Auditor of the Company terminates at the conclusion of this year's
AGM. PwC has expressed its willingness to continue in office. The
Group Audit Committee and the Board have recommended that PwC be
re-appointed until the conclusion of the 2021 Annual General
Meeting and that the Group Audit Committee be authorised to
determine its remuneration.
An analysis of the remuneration paid in respect of audit and
non-audit services provided by our Auditor and their affiliates for
each of the past three years is disclosed on page 259 in the Annual
Report & Accounts.
6. Political Donations
The UK Companies Act 2006 (the "Act") requires companies to obtain
shareholder authority for donations to registered political parties
and other political organisations, totalling more than £5,000
in any 12 month period and for any political expenditure, subject
to limited exceptions.
In accordance with Group policy, HSBC does not make any political
donations or incur political expenditure within the ordinary
meaning of those words. We have no intention of altering this
policy. However, the definitions of political donations, political
parties, political organisations and political expenditure used in
the Act are very wide. As a result, they may cover routine
activities that form part of the normal business activities of the
Group and are an accepted part of engaging with stakeholders to
ensure that issues and concerns which affect the Group's operations
are considered and addressed, but which would not be considered as
political donations or political expenditure in the ordinary sense
of those words. Activities including contributions to or support
for bodies such as those concerned with policy review and law
reform or with the representation of the business community or
sections of it may be deemed to be political donations or
expenditure as defined by the Act. The activities referred to above
are not designed to influence public support for any political
party or political outcome. The authority is being sought on a
precautionary basis only to ensure that neither the Company nor any
of its subsidiaries inadvertently breaches the Act. Resolution 6
proposes an aggregate overall cap of £200,000 per annum for
all such political donations and expenditure.
If Resolution 6 is passed, this authority will be effective until
the conclusion of the 2021 Annual General Meeting or the close of
business on 30 June 2021, whichever is the earlier.
7. Authority to allot shares
This year, the Directors are again seeking authority under section
551 of the Act to allot shares up to an aggregate total nominal
amount of two-thirds of the Company's issued ordinary share capital
subject to the restrictions set out below. The authority given to
the Directors at the 2019 Annual General Meeting will expire at the
conclusion of the 2020 AGM. Resolution 7 will give the Directors
authority to allot new ordinary shares (or rights to ordinary
shares) of up to an aggregate nominal amount of US$6,777,313,276,
representing two-thirds of the Company's issued ordinary share
capital. However, that authority is limited as
follows:
(a)
under paragraph (a) of Resolution 7, up to an aggregate nominal
amount of US$2,033,193,983, representing approximately 20 per cent
of the Company's issued ordinary share capital, may be used for
general allotments;
(b)
under paragraph (b) of Resolution 7, the Directors
would have authority to make allotments which exceed the 20 per
cent authority in paragraph (a) of Resolution 7 in connection with
a pre-emptive offering such as a rights issue, open offer or a
scrip dividend up to an aggregate nominal amount, when combined
with allotments made under paragraph (a), of US$3,388,656,638. This
represents approximately one-third of the issued ordinary share
capital of the Company; and
(c)
under paragraph (c) of Resolution 7, the Directors would have
authority to allot up to an aggregate nominal amount of
US$6,777,313,276 in connection with a rights issue only. This
represents approximately two-thirds of the Company's issued
ordinary share capital. Any allotments or grants under paragraphs
(a) or (b) of Resolution 7 will reduce the level of this two-thirds
authority.
In Resolution 7 paragraph (d), the Board is again seeking authority
to issue sterling, US dollar and euro preference shares without
having first to obtain the consent of shareholders at a general
meeting. These preference shares were created to underpin issues of
preferred securities, which are a tax efficient form of regulatory
capital. If approved by shareholders, this authority will give
Directors the flexibility to raise regulatory capital should
circumstances so require. If any preference shares were to be
issued they would, subject to regulatory approval, be redeemable at
the Company's option and carry no voting rights other than in
exceptional circumstances, but would rank in priority to the
Company's ordinary shares with respect to participation in any
return of capital.
Other than pursuant to the Company's scrip dividend plan and
employee share plans, the Board has no present intention of issuing
any further shares pursuant to the authority in Resolution
7.
If granted, this authority will be effective until the conclusion
of the 2021 Annual General Meeting or the close of business on 30
June 2021, whichever is the earlier.
As at 26 February 2020, being the latest practicable date prior to
printing of this document, the Company held 325,273,407 of its
ordinary shares in treasury, representing 1.57 per cent of the
issued ordinary share capital (including treasury shares) and 1.60
per cent of the issued ordinary share capital (excluding treasury
shares).
8 and 9. Disapplication of pre-emption rights
Resolutions 8 and 9 are to approve the disapplication of statutory
pre-emption rights under the Act in respect of certain allotments
of shares made under the authorities in Resolution 7, in line with
the guidelines on share capital management issued by the UK's
Investment Association (the "IA Guidelines") and the Pre-Emption
Group's Statement of Principles on Disapplying Pre-Emption Rights.
If the Directors wish to exercise the authority under Resolution 7
and offer shares (or sell any shares which the Company may purchase
or elect to hold as treasury shares) for cash, the Act requires
that unless shareholders have given specific authority for the
disapplication of their statutory pre-emption rights, the new
shares must be offered first to existing shareholders in proportion
to their existing shareholdings. Resolutions 8 and 9 seek to give
the Directors' flexibility, in certain circumstances, to allot new
shares (or to grant rights over shares) for cash or to sell
treasury shares for cash without first offering them to existing
shareholders in proportion to their holdings.
Resolution 8 seeks to give the Directors additional flexibility in
the context of pre-emptive offerings such as a rights issue, open
offer, or scrip dividend, to deal with legal or practical
difficulties in countries outside the UK which prevent the offer
being made on a purely pro rata basis. It also seeks a
disapplication of pre-emption rights in respect of allotments or
sales of treasury shares for cash up to an aggregate nominal amount
of US$508,298,496, representing a further five per cent of the
Company's issued ordinary share capital. This is designed to
reflect the guidelines contained in the Pre-Emption Group's
Statement of Principles on Disapplying Pre-Emption Rights, which
impose a five per cent limit for non-pre-emptive allotments for
cash, excluding certain allotments such as those under employee
share plans.
Resolution 9 is proposed as a separate resolution, in accordance
with a recommendation of the Pre-Emption Group and the IA
Guidelines, to authorise the Directors to allot an additional
quantity of shares (or sell treasury shares) for cash otherwise
than to existing shareholders pro rata to their holdings up to an
aggregate nominal amount of US$508,298,496, representing a further
five per cent of the Company's issued share capital. The additional
authority in Resolution 9 may be used only in connection with the
financing (or refinancing) of an acquisition or specified capital
investment. In accordance with the Pre-Emption Group's Statement of
Principles, the Directors confirm that they intend to use the
authority sought in Resolution 9 only in connection with such an
acquisition or specified capital investment which is announced
contemporaneously with the issue, or which has taken place in the
preceding six month period and is disclosed in the announcement of
the issue, and will provide shareholders with information regarding
the transaction if the authority is used. Other than pursuant to
the Company's scrip dividend plan and except for allotments under
employee share plans, the Board has no present intention of issuing
any further ordinary shares pursuant to the new general authorities
in Resolutions 8 and 9. No issue will be made which would
effectively change the control of the Company or the nature of its
business without the prior approval of shareholders at a general
meeting.
If granted, the authorities sought in Resolutions 8 and 9 will be
effective until the conclusion of the 2021 Annual General Meeting
or the close of business on 30 June 2021, whichever is the
earlier.
In addition, the Company is seeking authority under Resolution 12
to allot shares or rights to subscribe for shares in connection
with the issue of Contingent Convertible Securities ("CCSs"), and
to disapply statutory pre-emption rights in respect of such
allotment, in each case up to an amount equivalent to approximately
20 per cent of the Company's issued ordinary share capital.
Assuming Resolutions 12 and 13 are passed, the authority sought
under Resolutions 7, 8 and 9 would not be utilised for the purpose
of the issuance of CCSs.
The Company also confirms that it does not intend to issue more
than 7.5 per cent of its issued ordinary share capital (excluding
treasury shares) in any rolling three-year period, without prior
consultation with shareholders, save as permitted in connection
with an acquisition or specified capital investment as described
above. However, if passed, Resolutions 12 and 13 would permit this
level to be exceeded in connection with the issue of CCSs or the
conversion or exchange of CCSs.
Unless otherwise stated, references in these Explanatory Notes to
the issued ordinary share capital, and to percentages or fractions
of the issued ordinary share capital, are to the issued ordinary
share capital of the Company (calculated exclusive of treasury
shares) as at 26 February 2020, being the latest practicable date
prior to printing this document.
10. Addition of any repurchased shares to general authority
to allot shares
Resolution 10 seeks to extend the Directors' authority to allot
shares and grant rights to subscribe for or convert any security
into shares pursuant to paragraph (a) of Resolution 7 to include
the shares repurchased by the Company under the authority sought by
Resolution 11. This is permitted by the Hong Kong Listing
Rules.
11. Purchase of ordinary shares by the Company
The purpose of the authority to be conferred by this item is to
enable the Company to make market purchases of its own
shares.
The Directors consider that it is appropriate to seek authority for
the Company to make market purchases of up to 10 per cent of its
own ordinary shares and the maximum and minimum prices at which
they may be bought, exclusive of expenses, are specified in the
resolution. As announced by the Company on 18 February 2020, the
Company plans to suspend share buy-backs for 2020 and 2021 given
the level of restructuring expected to be undertaken over the next
two years. Therefore, the Directors have no present intention to
exercise the authority sought by this resolution. It remains the
Directors' policy to maintain a robust capital base, a policy which
has consistently been one of the Group's strengths. As the Group
executes its strategy, the appropriate level of capital to be held
will be continually reviewed. Having this authority will give
Directors the flexibility, if they consider it in the interests of
the Company and shareholders, to purchase ordinary shares in the
market in appropriate circumstances, for example, in the event that
the Company is unable to deploy the retained capital to create
incremental value for shareholders or to neutralise the dilutive
impact of scrip dividends, subject to regulatory approval. The
Company may decide to retain any shares it purchases as treasury
shares with a view to possible re-issue at a later date, transfer
in connection with an employee scheme, or it may cancel the
shares.
Shareholders should note that under section 693 of the Act, the
Company is only permitted to make market purchases of its ordinary
shares on a recognised investment exchange. Of the venues where the
Company's ordinary shares are listed, only the London Stock
Exchange is currently designated as a recognised investment
exchange.
The Act permits the Company to elect to hold in treasury any
ordinary shares it may repurchase, rather than automatically
cancelling those shares. Approval has been received from the
relevant regulatory authorities in Hong Kong to enable the Company
to hold repurchased shares in treasury. The conditional waiver
granted by the Hong Kong Stock Exchange on 19 December 2005 was
granted on the basis of certain agreed modifications to the Hong
Kong Listing Rules applicable to the Company. Details of the
modifications are available at www.hsbc.com and the Hong Kong Stock
Exchange's HKEX news website at www.hkexnews.hk. Copies of the
modifications are also available from the Group Company Secretary
and Chief Governance Officer, HSBC Holdings plc, 8 Canada Square,
London E14 5HQ, United Kingdom and the Corporation Secretary and
Regional Company Secretary Asia-Pacific, The Hongkong and Shanghai
Banking Corporation Limited, 1 Queen's Road Central, Hong Kong
SAR.
The Company exercised its authority to make market purchases of its
own shares pursuant to the authority granted at last year's Annual
General Meeting. Pursuant to the buy-back implemented on 6 August
2019 and completed on 26 September 2019, (the "2019 Buy-back"), the
Company repurchased 135,776,994 of its ordinary shares, all of
which were cancelled.
Further details regarding the proposed authority to be given to the
Company to purchase its own shares, the waiver granted by the Hong
Kong Stock Exchange, the 2019 Buy-back (including shares purchased
and prices paid on a monthly basis up to the latest practicable
date prior to printing this document) are set out in Appendix
2.
The total number of options to subscribe for ordinary shares
outstanding on 26 February 2020, being the latest practicable date
prior to printing of this document, was 63,342,063 which
represented 0.31 per cent of the issued ordinary share capital
(excluding treasury shares) as at that date. If the Company were to
purchase the maximum number of ordinary shares permitted by this
resolution, the options outstanding on 26 February 2020 would
represent 0.35 per cent of the issued ordinary share capital
(excluding treasury shares) as at 26 February 2020.
12 and 13. Additional authority to allot equity securities
in relation to the issue of Contingent Convertible Securities
("CCSs") and limited disapplication of pre-emption
rights
The effect of Resolution 12 is to give the Directors the authority
to allot shares and grant rights to subscribe for, or to convert,
any security into ordinary shares in the Company up to an aggregate
nominal amount of US$2,033,193,983 equivalent to approximately 20
per cent of the ordinary shares in issue on 26 February 2020, being
the latest practicable date prior to printing this document. This
authority relates to the issue of CCSs.
CCSs are debt securities which benefit from a specific regulatory
capital treatment under European Union legislation. They are
treated as Additional Tier 1 Capital and, as a banking group, HSBC
is able to hold a certain amount of its Tier 1 Capital in the form
of Additional Tier 1 Capital. The CCSs will be converted or
exchanged into ordinary shares if a defined trigger event occurs
(which currently is the HSBC Group's Common Equity Tier 1 Capital
ratio falling below 7 per cent). Issuing CCSs gives the Company
greater flexibility to manage its capital in the most efficient and
economic way for the benefit of the shareholders. Please see
Appendix 1 for more information on CCSs.
This authority is in addition to the authority proposed in
Resolutions 7, 8 and 9, which contain the general authority sought
on an annual basis in line with the IA Guidelines and the Hong Kong
Listing Rules. If Resolutions 12 and 13 are passed, the Company
will only issue CCSs pursuant to the authority granted under these
resolutions and not under the authority granted under Resolutions
7, 8 and 9. Although the authority in Resolutions 12 and 13 is not
contemplated by the IA Guidelines, it has previously been discussed
with the Investment Association.
The effect of Resolution 13 is to give the Directors' authority to
allot CCSs, or shares issued upon conversion or exchange of CCSs,
without the need to first offer them to existing shareholders. If
passed, Resolution 13 will authorise the Directors to allot shares
and grant rights to subscribe for or to convert any security into
shares in the Company (or to sell treasury shares held by the
Company following any purchase of its own shares) on a
non-pre-emptive basis up to an aggregate nominal amount of
US$2,033,193,983, representing approximately 20 per cent of the
ordinary shares in issue on 26 February 2020 such authority to be
exercised in connection with the issue of CCSs. As at 26 February
2020, being the latest practicable date prior to printing of this
document, the Company held 325,273,407 of its ordinary shares in
treasury, representing 1.57 per cent of the issued ordinary share
capital (including treasury shares) and 1.60 per cent of the issued
ordinary share capital (excluding treasury shares).
The authorities in Resolutions 12 and 13 will be utilised as
considered desirable to comply with or maintain compliance with the
regulatory capital requirements arising in connection with the
relevant European Union legislation and the prudential regulatory
requirements imposed by the Prudential Regulation Authority ("PRA")
and only for those purposes. The Company will not utilise the
authority in Resolutions 12 and 13 to issue new securities for any
other purposes. However, pursuant to the authority under
Resolutions 12 and 13, the Company may issue additional securities
in order to manage the redemption of outstanding CCSs.
The approvals would be effective until the Company's 2021 Annual
General Meeting or the close of business on 30 June 2021, whichever
is the earlier. The Directors expect to seek similar authorities on
an annual basis.
14. HSBC Share Plan 2011
The HSBC Share Plan 2011 ("2011 Plan") is an umbrella plan, which
is a discretionary long-term employee share incentive arrangement.
The 2011 Plan was previously approved by shareholders on 27 May
2011 on terms which permit the Company to grant awards under it in
the ten-year period ending 27 May 2021. We have made minor changes
to the 2011 Plan since it was last presented to shareholders in
2011 to keep the plan in line with changing legislation, investor
expectations and to ease administration. These changes did not
require shareholder approval.
It is not currently intended to grant share options under the 2011
Plan, but in the event that share options are granted the Hong Kong
Listing Rules require a numerical limit to be set on the number of
new shares which may be issued or existing shares which may be
transferred out of treasury to satisfy the exercise of those share
options (other than nil-cost share options).
This limit is currently set at 10 per cent of the shares in issue
as at the date of approval of the 2011 Plan, and may be refreshed
with the approval of shareholders in a general
meeting.
Accordingly, if this resolution is passed, the maximum number of
shares which may be issued and/or transferred out of treasury upon
exercise of all the share options (other than nil-cost share
options) which are granted under the 2011 Plan or any other
employee share plan of the Company or a subsidiary, including the
plans referred to in this Notice (excluding any share options
previously granted, outstanding, cancelled, lapsed or exercised in
accordance with the 2011 Plan or any other employee share plan of
the Company or a subsidiary) shall not exceed 10 per cent of the
shares in issue (excluding shares in treasury) as at the date of
the passing of this resolution.
Although it is not due for renewal by shareholders until 27 May
2021, the plan is being put to shareholders in order to ensure that
the subsequent date for its renewal by shareholders will be aligned
with those of the Company's other share plans being put for
shareholder approval at this AGM. In addition to refreshing the
limit of the 2011 Plan, the effect of this resolution is to extend
the 2011 Plan to 24 April 2030.
No other changes to the 2011 Plan are being proposed at this
AGM.
15. UK Sharesave
HSBC has operated all-employee share plans for many years. In the
UK the principal plan is the HSBC Holdings Savings-Related Share
Option Plan (UK) ("UK Sharesave"). Around 28,000 employees
participate in UK Sharesave.
The UK Sharesave was previously approved by shareholders on 24
April 2015 on terms which permit the Company to grant awards under
it in the ten-year period ending 23 May 2025. We have made minor
changes to the UK Sharesave since it was last presented to
shareholders in 2015 to keep the plan in line with the changing
legislation, investor expectations and to ease administration.
These changes did not require shareholder approval.
The Hong Kong Listing Rules require a numerical limit to be set on
the number of new shares which may be issued or existing shares
which may be transferred out of treasury to satisfy the exercise of
share options granted under the UK Sharesave.
This limit is currently set at 10 per cent of the shares in issue
as at the date of approval of the UK Sharesave (as adjusted to
account for the rights issue approved by the Company in general
meeting on 19 March 2009), and may be refreshed with the approval
of shareholders in a general meeting.
Accordingly, if this resolution is passed, the maximum number of
shares which may be issued and/or transferred out of treasury upon
exercise of all the share options which are granted under the UK
Sharesave or any other employee share plan of the Company or a
subsidiary, including the plans referred to in this Notice
(excluding any share options previously granted, outstanding,
cancelled, lapsed or exercised in accordance with the UK Sharesave
or any other employee share plan of the Company or a subsidiary)
shall not exceed 10 per cent of the shares in issue (excluding
shares in treasury) as at the date of the passing of this
resolution.
Although it is not due for renewal by shareholders until 23 May
2025, the plan is being put to shareholders in order to ensure that
the subsequent date for its renewal by shareholders will be aligned
with those of the Company's other share plans being put for
shareholder approval at this AGM. In addition to refreshing the
limit of the UK Sharesave, the effect of this resolution is to
extend the UK Sharesave to 24 April 2030.
No other changes to UK Sharesave are being proposed at this
AGM.
16. UK SIP and ShareMatch
HSBC has operated all-employee share plans for many years. HSBC's
all-employee share plans have been very popular and have enhanced
our employees' alignment with the HSBC Group. The HSBC Holdings UK
Share Incentive Plan ("UK SIP") is a UK tax-qualified plan, which
around 7,000 UK employees currently participate in. The HSBC
International Employee Share Purchase Plan ("ShareMatch") is a
similar plan established for non-UK resident employees, which
around 30,000 employees currently participate in
globally.
The UK SIP was last approved by shareholders on 28 May 2010 on
terms which permit the Company to grant awards under it in the
ten-year period ending 28 May 2020. We have made minor changes to
the UK SIP since it was last presented to shareholders in 2010 to
keep the plan in line with the changing legislation and to maximise
our employees' opportunity to participate. These changes did not
require shareholder approval. ShareMatch was established on 1
August 2013 under authority granted to Directors at the 2010 Annual
General Meeting to establish a similar plan to the UK SIP for
non-UK resident employees.
The UK SIP and ShareMatch are now being put to shareholders to
approve the extension of the plans to 24 April 2030.
No other changes to the UK SIP or ShareMatch are being proposed at
this AGM.
17. Notice period for meetings
The UK Companies Act 2006 provides that the minimum notice period
for general meetings of the Company is 21 days unless
shareholders approve a shorter notice period. The passing of this
resolution would enable the Company to call general meetings (other
than annual general meetings) on a minimum of 14 clear days'
notice. This shorter notice period of between 14 and 20 days would
not be used as a matter of routine, but only when the Directors
determine that calling a meeting on less than 21 days' notice is
merited by the business of the meeting and consider it to be to the
advantage of shareholders as a whole. The approval would be
effective until the Company's 2021 Annual General Meeting or the
close of business on 30 June 2021, whichever is the earlier, when
it is intended that a similar resolution will be
proposed.
18. Shareholder requisitioned resolution
Resolution 18 is a special resolution that has not been proposed by
your Board but has been requisitioned by a group of shareholders.
Resolution 18 has been supplied to HSBC by a representative of the
shareholder group proposing Resolution 18 and it should be read
together with their explanatory statement in support of the
proposed resolution set out in Appendix 6. Your Board's response,
which sets out why the Directors unanimously recommend that you
vote against Resolution 18, is provided at Appendix 7.
Your Board considers that Resolution 18 is not in the best
interests of the Company and its shareholders as a whole and
unanimously recommends that you vote against Resolution
18.
Information about the 2020 Annual General Meeting
Venue
The AGM will be held at the Queen Elizabeth Hall, Southbank Centre,
Belvedere Road, London, SE1 8XX and can easily be reached by public
transport. A location map is below.
Refreshments will be available prior to the AGM. Take-away lunch
bags will be provided in the catering area at the conclusion of the
AGM.
Access
The Queen Elizabeth Hall is accessible by wheelchair. The
auditorium is fitted with an induction loop.
To help us ensure that the AGM is fully accessible to all
shareholders, please contact Nicky Hopkins, Assistant Group Company
Secretary (telephone: +44 (0) 20 7991 8560, email:
[email protected]) if
you have any particular access requirements or other
needs.
Security
Security checks will be carried out on entry to the AGM.
Shareholders are reminded that cameras and recording equipment will
not be allowed and all mobile telephones must be switched off or
set to silent. Shareholders are encouraged to leave coats and bags
in the cloakroom provided.
To ensure optimum security within the auditorium, please note that
you will be provided with a wristband once you have been through
the security checks at the venue. You must show your wristband to
gain entry to the AGM.
Attendance and voting
Pursuant to the Uncertificated Securities Regulations 2001 (as
amended), changes to entries on the principal register of members
of the Company maintained in England (the "Principal Register") or
either the Hong Kong or Bermuda Overseas Branch Registers of the
Company (the "Branch Registers"), as appropriate, after 12.01am
(London time) on Thursday, 23 April 2020 or 12.01am (London time)
on the day immediately before the day of any adjourned meeting (as
the case may be) shall be disregarded in determining the rights of
a member to attend or vote at the AGM or any adjourned meeting (as
the case may be). Accordingly, a member entered on the Principal
Register or the Branch Registers at 12.01am (London time) on
Thursday, 23 April 2020 or 12.01am (London time) on the day
immediately before the day of any adjourned meeting (as the case
may be) shall be entitled to attend and vote at the AGM or any
adjourned meeting (as the case may be) in respect of the number of
such shares entered against the member's name at that
time.
Voting
Voting at the AGM will be conducted by way of a poll. This means
that each shareholder present or represented will be able to
exercise one vote for each share held. In the case of joint
registered holders of any share, the vote of the senior who tenders
a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holder(s). For this
purpose, seniority shall be determined by the order in which the
names of the holders stand in the Principal Register or the Branch
Registers of the Company, as appropriate.
Voting results will be published on our website following the
conclusion of the AGM.
Appointing a proxy
You may appoint the chairman of the AGM or a person of your choice
to be your proxy to attend, speak and vote on your behalf. A proxy
need not be a member of the Company. You may appoint more than one
proxy, provided that each proxy is appointed to exercise the rights
attached to a different share or shares held by you. If you require
additional forms of proxy, you may photocopy the original form of
proxy enclosed or ask our registrar to send you additional forms
(see "How to submit your form of proxy" below for the registrar's
address).
A form of proxy is enclosed with this document or may be accessed
at www.hsbc.com/proxy.
Whether or not you propose to attend the AGM, you are requested to
complete and submit a form of proxy in accordance with the
instructions shown on it. The completion and submission of a form
of proxy will not preclude you from attending and voting in person
at the AGM.
How to submit your form of proxy
The form of proxy must be received by 11.00am (London time) on
Wednesday, 22 April 2020, or
not less than 48 hours before the time of the holding of any
adjourned meeting.
You may submit your form of proxy electronically at
www.hsbc.com/proxy by entering your Shareholder Reference Number
and the Personal Identification Number which is either printed on
your form of proxy or which has been sent to you by email if you
have registered an email address to receive electronic
communications.
Alternatively, you may send your completed form of proxy
to:
●
Computershare Investor Services PLC, PO Box 1064, The Pavilions,
Bridgwater Road, Bristol, BS99 6BD, United Kingdom;
●
Computershare Hong Kong Investor Services Limited, Rooms 1712-1716,
17th Floor,
Hopewell Centre, 183 Queen's Road East, Hong Kong SAR;
or
●
Investor Relations Team, HSBC Bank Bermuda Limited, 37 Front
Street, Hamilton HM 11, Bermuda.
For shares held through CREST, proxy appointments may be submitted
via the CREST proxy voting system (see section on "CREST" set out
below).
In order to be valid, the completed form of proxy (together with
any power of attorney or other authority under which it is signed,
or a copy of such authority certified notarially or in some other
way approved by the Board) must be deposited by 11.00am (London
time) on Wednesday, 22 April 2020, or not less than 48 hours before
the time of the holding of any adjourned meeting, at the offices of
the Company's registrar (see above for the registrar's address).
Any power of attorney or other authority relating to an appointment
of a proxy cannot be submitted electronically and must be deposited
as referred to above for the appointment to be valid.
Asking questions at the AGM
You have the right to ask questions in relation to the business of
the AGM but no answer need be given if (a) to do so would interfere
unduly with the preparation for the AGM or involve the disclosure
of confidential information, (b) the answer has already been given
on a website in the form of an answer to a question, or (c) it is
undesirable in the interests of the Company or good order of the
AGM that the question be answered.
If you have any questions relating to the business of the AGM that
you would like to be addressed, please send an email to
[email protected] including your Shareholder Reference
Number and we will endeavour to address the issues
raised.
Any questions submitted that are not relevant to the business of
the AGM will be forwarded for the attention of a relevant executive
or the registrar, as appropriate. These might include matters
relating to a shareholder's bank account or affairs which are
unlikely to be relevant to the business of the AGM.
Submitting a question in advance of the AGM does not affect your
rights as a shareholder to attend and speak at the
AGM.
Webcast
The AGM will be webcast live at www.hsbc.com/agmwebcast and a
recording will be available for viewing until Sunday, 24 May
2020.
CREST
CREST members who wish to appoint a proxy or proxies by using the
CREST electronic proxy appointment service may do so for the AGM or
any adjourned meeting by following the procedures described in the
CREST manual. CREST personal members or other CREST sponsored
members, and those CREST members who have appointed a voting
service provider, should refer to their CREST sponsor or voting
service provider, who will be able to take the appropriate action
on their behalf.
In order for a proxy appointment or instruction made by means of
CREST to be valid, the appropriate CREST message (a "CREST Proxy
Instruction") must be properly authenticated in accordance with
Euroclear UK & Ireland Limited's specifications and must
contain the information required for such instructions, as
described in the CREST manual. The message, regardless of whether
it constitutes the appointment of a proxy or is an amendment to the
instruction given to a previously appointed proxy, must, in order
to be valid, be transmitted so as to be received by the issuer's
agent (ID 3RA50) by 11.00am (London time) on Wednesday, 22 April
2020, or not less than 48 hours before the time of the holding of
any adjourned meeting. For this purpose, the time of receipt will
be taken to be the time (as determined by the timestamp applied to
the message by the CREST Applications Host) from which the issuer's
agent is able to retrieve the message by enquiry to CREST in the
manner prescribed by CREST. After this time, any change of
instructions to proxies appointed through CREST should be
communicated to the appointees through other means.
CREST members, and, where applicable, their CREST sponsor or voting
service providers should note that Euroclear UK & Ireland
Limited does not make available special procedures in CREST for any
particular messages. Normal system timings and limitations will
therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a voting service
provider, to procure that his/her CREST sponsor or voting service
provider takes) such action as shall be necessary to ensure that a
message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting service providers are
referred, in particular, to those sections of the CREST manual
concerning practical limitations of the CREST system and
timings.
Pursuant to Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001 (as amended) the Company may treat as invalid a
CREST Proxy Instruction if the Company has actual notice
that:
●
information in the instruction is incorrect;
●
the person expressed to have sent the instruction did not in fact
send it; or
●
the person sending the instruction on behalf of the relevant
shareholder did not have the authority to do so.
Nominated persons
The right to appoint a proxy does not apply to persons whose shares
are held on their behalf by another person who has been nominated
to receive communications from the Company in accordance with
section 146 of the Act ("nominated persons"). Nominated persons may
have a right under an agreement with the registered shareholder who
holds the shares on their behalf to be appointed (or to have
someone else appointed) as a proxy for the AGM. Alternatively, if
nominated persons do not have such a right, or do not wish to
exercise it, they may have a right under such an agreement to give
instructions to the person holding the shares as to the exercise of
voting rights at the AGM.
The main point of contact for nominated persons remains the
registered shareholder (for example the stockbroker, investment
manager, custodian or other person who manages the investment). Any
changes or queries relating to nominated persons' personal details
and holdings (including any administration thereof) must continue
to be directed to the registered shareholder and not the Company's
registrar. The only exception is where the Company, in exercising
one of its powers under the Act, writes to nominated persons
directly for a response.
Corporate representatives
Any corporation which is a shareholder can appoint one or more
corporate representatives who may exercise on its behalf all of its
powers as a shareholder provided that, if it is appointing more
than one corporate representative, it does not do so in relation to
the same share or shares. Any such representative should bring to
the meeting written evidence of his appointment, such as a
certified copy of a board resolution of, or a letter from, the
corporation concerned confirming the appointment.
Members' power to require website publication of audit
concerns
Under section 527 of the Act, members meeting the threshold
requirements in that section may require the Company to publish on
its website a statement setting out any matter that the members
propose to raise at the AGM relating to (i) the audit of the
Company's accounts (including the Auditor's report and the conduct
of the audit) that are to be laid before the AGM, or (ii) any
circumstance connected with an Auditor of the Company ceasing to
hold office since the previous meeting at which annual accounts and
reports were laid. The Company may not require the members
requesting any such website publication to pay its expenses in
complying with sections 527 or 528 of the Act. Where the Company is
required to place a statement on a website under section 527 of the
Act, it must forward the statement to the Company's Auditor no
later than the time when it makes the statement available on the
website. The business which may be dealt with at the AGM includes
any statement that the Company has been required under section 527
of the Act to publish on its website.
If you have general queries about your shareholding, please contact
the relevant registrar at the address shown on
page 28.
General information
Company's registrar
For general enquiries, requests for copies of corporate
communications, or a Chinese translation of this Notice and any
future documents, please contact:
●
Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol, BS99 6ZZ, United Kingdom (email via website:
www.investorcentre.co.uk/contactus);
●
Computershare Hong Kong Investor Services Limited, Rooms
1712-1716, 17th Floor, Hopewell Centre, 183 Queen's
Road East, Hong Kong SAR (email: [email protected]);
or
●
Investor Relations Team, HSBC Bank Bermuda Limited, 37 Front
Street, Hamilton HM 11, Bermuda (email:
[email protected]).
Holders of American Depositary Shares may obtain copies of this
document by calling +1 800 555 2470 or by writing to Proxy Services
Corporation (BNY Mellon ADR Team), 2180 5th Avenue - Suite #4,
Ronkonkoma, NY 11779, USA.
Information available on the website
A copy of this Notice, and other information required by section
311A of the Act, can be found on the Company's website
(www.hsbc.com/agm).
Receiving corporate communications
Shareholders may at any time choose to receive corporate
communications in printed form or to receive email notification of
their availability on HSBC's website. To receive future
notifications of the availability of corporate communications on
HSBC's website by email, or to revoke or amend an instruction to
receive such notifications by email, go to
www.hsbc.com/ecomms.
If you received a notification of the availability of this document
on HSBC's website and for any reason have difficulty in receiving
or gaining access to the document, or you would like to receive a
printed copy of it, or if you would like to receive future
corporate communications in printed form, please write or send an
email (quoting your Shareholder Reference Number) to the registrars
at the relevant address set out above. Printed copies will be
provided without charge.
Further copies of this document and future documents may also be
obtained by contacting the registrar. You may amend your election
to receive corporate communications in English or Chinese by
contacting the registrar at the relevant address set out
above.
Documents available for inspection
Copies of the terms of appointment for the non-executive Directors
and Group Chairman, a copy of the amended rules of the various
employee share plans pursuant to Resolutions 14 to 16 and the
service contracts of the executive Directors are available for
inspection through the Group Company Secretary and Chief Governance
Officer at the Company's registered office at 8 Canada Square,
London E14 5HQ, United Kingdom and at 1 Queen's Road Central, Hong
Kong SAR during usual business hours on any business day from the
date of this Notice until the date of the AGM and at the place and
on the date of the AGM from at least 15 minutes before the AGM
begins until the conclusion of the AGM.
A copy of the amended rules pursuant to Resolutions 14 to 16,
signed by the Chairman of the AGM, are available for inspection at
the place and on the date of the AGM from at least 15 minutes
before the AGM begins until the conclusion of the AGM.
Information set out in this Notice
Shareholders are advised that any telephone number, website or
email address set out in this Notice, the form of proxy or
accompanying documents should not be used for the purposes of
serving information on the Company (including the service of
documents or information relating to the proceedings at the AGM)
unless otherwise stated.
This document, for which the Directors of HSBC Holdings plc
collectively and individually accept full responsibility, includes
particulars given in compliance with the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited
for the purpose of giving information with regard to HSBC Holdings
plc. The Directors, having made all reasonable enquiries, confirm
that to the best of their knowledge and belief the information
contained in this document is accurate and complete in all material
aspects and not misleading or deceptive, and there are no other
matters the omission of which would make any statement herein or
this document misleading.
In the event of a conflict between any translation and the English
text hereof, the English text will prevail.
Directors' interests in the ordinary shares and debentures of
HSBC
Details of the interests of Directors who are standing for election
or re-election in the ordinary shares and debentures of HSBC are
set out in Appendix 8.
Appendix 1
Questions and Answers on Contingent Convertible Securities
("CCSs")
What are CCSs?
CCSs are debt securities that benefit from a particular regulatory
capital treatment under European Union legislation. CCSs will be
converted or exchanged into ordinary shares if a defined trigger
event occurs. The terms of HSBC's existing CCSs have received
regulatory approval from the Prudential Regulation Authority
("PRA").
As a banking group, HSBC must meet minimum regulatory capital
requirements in the countries in which it operates. These include
compliance with European Union legislation under which banks and
bank holding companies are required to maintain Tier 1 Capital of
at least 6 per cent of their risk weighted assets. Of that, 1.5 per
cent of risk weighted assets may be in the form of Additional Tier
1 capital. In addition, HSBC is required to satisfy an additional
capital requirement defined by the PRA by maintaining an
additional 0.6 per
cent of risk weighted assets in the form of Additional Tier 1
capital.
In order to qualify as Additional Tier 1 capital, a security must
contain certain features designed to increase the resilience of the
issuing bank should the bank's financial condition deteriorate
materially. The CCSs would qualify as Additional Tier 1 capital on
the basis that, on the occurrence of a defined trigger event, they
would be mandatorily converted into or exchanged for ordinary
shares of HSBC. The conversion or exchange would have the effect of
increasing the issuer's Common Equity Tier 1 capital
ratio.
What are the trigger events for the CCSs and what will happen if a
trigger event occurs?
Should HSBC's Common Equity Tier 1 capital ratio fall below the
defined capital trigger (the "Trigger Event"), the CCSs would be
converted into or exchanged for new ordinary shares in HSBC on
their prescribed terms. The defined capital trigger will be
specified in the terms of the CCSs when they are issued. HSBC's
existing CCSs contain a Common Equity Tier 1 capital trigger of
7.0 per
cent on a Capital Requirements Directive IV ("CRD IV") end point
basis which has been approved by the PRA. It is HSBC's current
expectation that future CCSs issued by the HSBC Group would contain
the same capital trigger subject to approval by the
PRA.
What steps can HSBC take to mitigate a potential Trigger
Event?
HSBC is required by its regulators to have in place a recovery plan
in case its regulatory capital levels come under pressure.
Accordingly, if HSBC's capital ratios were to fall materially and
in any event in advance of a Trigger Event, HSBC would seek to
commence recovery actions in order to restore the HSBC Group's
regulatory capital ratios and reduce the likelihood of a Trigger
Event occurring. HSBC's recovery plan includes a number of actions
it may take, including reducing distributions, reducing risk
weighted assets or selling or liquidating assets.
HSBC's CRD IV end point basis Common Equity Tier 1 capital ratio
was 14.7 per cent as at 31 December 2019. HSBC remains a strongly
capitalised bank, able to support both organic growth and dividend
returns to shareholders. HSBC remains well placed to meet expected
future capital requirements, and will continue to take actions to
remain in that position, taking into account the evolution of the
regulatory environment. Given its current capital position and the
planned recovery actions it would take if a Trigger Event was
deemed likely to arise, HSBC considers the circumstances in which a
Trigger Event might occur in practice to be remote.
The CCSs which HSBC has issued to date have included a term which
provides that on the occurrence of a Trigger Event, the Directors
may elect, at their discretion, to give shareholders the
opportunity to purchase ordinary shares issued on conversion or
exchange of any CCSs on a pro rata basis, where practicable and
subject to applicable laws and regulations. This would be at the
same price as the holders of the CCSs would have acquired the
ordinary shares. Where permitted by law and regulation to do so,
the Company will continue to issue future CCSs including terms
which provide the Company with the discretion to offer the
opportunity to shareholders to purchase ordinary shares issued on
conversion or exchange of CCSs.
Will CCSs be redeemable?
There is no general right of redemption for the holders of the
CCSs. It is expected that HSBC would have the right to redeem the
CCSs after a minimum period of five years and in certain other
specified circumstances, but any redemption features would need to
be approved by the PRA prior to issue and any redemption would be
subject to PRA approval at the time of redemption.
Will all CCSs be in the form of Additional Tier 1
capital?
Yes. The Company has no intention to issue capital securities
pursuant to Resolutions 12 and 13 except for securities which
constitute Additional Tier 1 capital under applicable banking
regulations.
Why is HSBC seeking authority to issue CCSs?
Issuing CCSs gives HSBC greater flexibility to manage its capital
in the most efficient and economical way. It is expected that
Additional Tier 1 capital will be a cheaper form of capital than
issuing and maintaining Common Equity Tier 1 capital (e.g. ordinary
shares) to satisfy the Tier 1 Capital requirement and (provided the
Trigger Event does not occur) non-dilutive to existing
shareholders. This should improve the returns available to existing
shareholders whilst maintaining HSBC's capital strength, in line
with prevailing banking regulations.
The authorities in Resolutions 12 and 13 are required because the
Directors are only permitted to issue up to 10 per cent of the
issued ordinary share capital for cash on a non-pre-emptive basis
under the general authorisation in Resolutions 7 and 8. Given the
administrative burden both in cost and time for a company the size
of HSBC to obtain these types of authorities, the Directors do not
consider it practical or in the interests of shareholders to seek a
new authority each time an issue of CCSs is proposed. It is
important to have the flexibility to react quickly to market and
regulatory demand. Furthermore, in order to obtain PRA approval to
the issuance of CCSs, all necessary allotment authorities need to
be in place, so the process of seeking a new authority in addition
to PRA approval would lead to unacceptable delay.
At what price will the CCSs be issued and how will the conversion
price be fixed?
As the CCSs are debt securities, they will be issued at or close to
their face value in a manner typical for debt securities. The terms
and conditions for the CCSs will specify a fixed conversion price
or a mechanism for setting a conversion price (which could include
a variable conversion price determined by reference to the
prevailing market price on conversion subject to a minimum "floor"
price) which will determine how many ordinary shares are issued on
conversion or exchange of the CCSs if a Trigger Event occurred. In
respect of any CCSs issued (or shares issued on conversion or
exchange of CCSs) under the authorities in Resolutions 12 and 13,
the conversion price or (as applicable) the minimum "floor"
conversion price will be agreed in advance with the PRA and will be
determined immediately prior to the issuance of such CCSs by taking
into account the following factors: (i) the lowest trading price of
HSBC's ordinary shares over the last 10 years; and (ii) market
expectations as to the conversion price, taking into account the
conversion price set for our previous Additional Tier 1 instruments
(£2.70) and the conversion prices for similar Additional Tier
1 instruments issued by our peers. The conversion price will be
subject to typical adjustments for securities of this
type.
How have you calculated the size of the authorities you are
seeking?
The size of the authorities reflected in Resolutions 12 and 13 have
been determined to provide flexibility to enable HSBC to optimise
its capital structure in light of the regulatory capital
requirements arising from the European Union legislation and PRA
requirements. The authorities sought are set at a level to provide
full flexibility to the Directors to manage HSBC's capital
structure efficiently and are based on the Directors' assessment of
the appropriate amount required to enable HSBC to hold the maximum
amount of Additional Tier 1 capital taking into account its
expected risk weighted asset figures and applying the conversion
price referred to above. For this reason, the resolutions give the
Directors' authority to set the specific terms of the CCSs after
considering market practice and requirements at the
time.
Waiver granted by the Hong Kong Stock Exchange
The Hong Kong Stock Exchange has granted the Company a waiver from
strict compliance with the requirements of Rule 13.36(1) of the
Hong Kong Listing Rules pursuant to which the Company is permitted
to seek (and, if approved, to utilise) the authority under
Resolutions 12 and 13 to issue CCSs (and to allot ordinary shares
into which they may be converted or exchanged) in excess of the
limit of the general mandate of 20 per cent of the Company's issued
share capital (the "Mandate"). The waiver has been granted on terms
that permit the Mandate, if approved, to continue in force
until:
(i)
the conclusion of the first annual general meeting of the Company
following the date on which the Mandate is approved (or the close
of business on 30 June 2021, whichever is the earlier) at which
time the Mandate shall lapse unless it is renewed, either
unconditionally or subject to conditions; or
(ii)
such time as it is revoked or varied by ordinary resolution of the
shareholders in general meeting.
Appendix 2
Purchase of Ordinary Shares by the Company
Set out below is information concerning the proposed general
mandate for the purchase of shares by the Company (Resolution 11),
which incorporates the Explanatory Statement required to be sent to
shareholders in accordance with the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited ("Hong Kong
Listing Rules") as well as details of the conditional waiver
granted by the Hong Kong Stock Exchange to enable the Company to
hold in treasury any shares it may repurchase.
(a)
It is proposed that the Company be given authority to purchase up
to 2,033,193,983 ordinary shares of US$0.50 each (which represent
10 per cent of the ordinary shares in issue on 26 February 2020
being the latest practicable date prior to the printing of this
document). Purchases of shares would be at prices not below the
nominal value of each ordinary share, US$0.50 or the equivalent in
the relevant currency in which the purchase is effected, and at not
more than 105 per cent of the average of the middle market
quotations for the ordinary shares on the London Stock Exchange for
the five dealing days before the relevant purchase or 105 per cent
of the average of the closing prices of the ordinary shares on the
Hong Kong Stock Exchange for the five dealing days before the
relevant purchase, whichever is lower.
(b)
The Directors believe that it is in the best interests of the
Company and its shareholders to have a general authority from
shareholders to enable the Company to purchase ordinary shares in
the market and to give power to the Directors to exercise such
authority. The Directors intend that purchases of ordinary shares
should only be made if they consider that the purchase would
operate for the benefit of the Company and shareholders, taking
into account relevant factors and circumstances at that time, for
example the effect on earnings per share.
(c)
It is expected that purchases will be funded from the
Company's available cash flow or liquid resources and will, in any
event, be made out of funds legally available for the purchase in
accordance with the Articles of Association of the Company and the
applicable laws of England and Wales.
(d)
The Directors would not make purchases in
circumstances where to do so would have a material adverse effect
on the capital requirements of the Company or the liquidity levels
which, in the opinion of the Directors, are from time to time
appropriate for the Company. If the power to make purchases were to
be carried out in full (equivalent to 10 per cent of the ordinary
shares in issue on 26 February 2020 being the latest practicable
date prior to the printing of this document) there might be a
material adverse impact on the capital or liquidity position of the
Company (as compared with the position disclosed in its published
audited accounts for the year ended 31 December 2019).
(e)
None of the Directors, nor, to the best of the knowledge of the
Directors having made all reasonable enquiries, any close
associates (as defined in the Hong Kong Listing Rules) of the
Directors, has a present intention, in the event that Resolution 11
is approved by shareholders, to sell any ordinary shares to the
Company. No core connected persons (as defined in the Hong Kong
Listing Rules) of the Company have notified the Company that they
have a present intention to sell shares in the Company to the
Company or have undertaken not to sell any of the shares in the
Company held by them to the Company, in the event that Resolution
11 is approved.
(f)
Under the provisions of the UK Companies Act 2006 (the "Act") the
Company is permitted, following any repurchase of ordinary shares,
to retain and hold such shares in treasury. While that Act does not
impose a limit on the number of shares that a company can hold in
treasury, UK investor protection guidelines and market practice in
the UK is to limit the extent of any share purchase authority to 10
per cent of issued share capital, exclusive of treasury shares. On
19 December 2005, the Hong Kong Stock Exchange granted a
conditional waiver to the Company to enable it to hold shares which
it may repurchase in treasury (the "2005 Waiver"). The 2005 Waiver
is subject to certain conditions, including compliance by the
Company with all applicable laws and regulations in the UK in
relation to the holding of shares in treasury. As part of the 2005
Waiver, the Company has agreed with the Hong Kong Stock Exchange a
set of modifications to the Hong Kong Listing Rules necessary to
enable the Company to hold treasury shares. The modifications also
reflect various consequential matters to deal with the fact that
the Company may hold treasury shares in the future. A full version
of the modifications is available on the Company's website,
www.hsbc.com, and the Hong Kong Stock Exchange's ("HKEX") news
website, www.hkexnews.hk. Copies of the modifications are also
available from the Group Company Secretary and Chief Governance
Officer, HSBC Holdings plc, 8 Canada Square, London E14 5HQ, United
Kingdom and the Corporation Secretary and Regional Company
Secretary Asia-Pacific, The Hongkong and Shanghai Banking
Corporation Limited, 1 Queen's Road Central, Hong Kong SAR. In
accordance with the terms of the 2005 Waiver, the Company has
confirmed to the HKEX that it will comply with the applicable law
and regulation in the UK in relation to the holding of any shares
in treasury and with the conditions of the 2005 Waiver in
connection with any shares which it may hold in
treasury.
(g)
The Directors have undertaken to the HKEX that, if they exercise
any power of the Company to make purchases pursuant to Resolution
11, they will do so in accordance with the Hong Kong Listing Rules
(as modified in accordance with the terms of the 2005 Waiver to
enable the Company to hold in treasury any shares it may
repurchase) and the applicable laws of England and
Wales.
(h)
The Directors are not aware of any consequences which would arise
under any applicable Takeover Code as a result of any purchases
made by the Company pursuant to Resolution 11, if
approved.
(i)
The Company repurchased for cancellation 135,776,994 ordinary
shares on the London Stock Exchange pursuant to the share buy-back,
which concluded on 26 September 2019. The table below outlines the
number of shares purchased during the buy-back programme in 2019 on
a monthly basis.
Month
|
Number of
shares
|
Highest price
paid per share
|
Lowest price
paid per share
|
Average
price
paid
per share
|
Aggregate price
paid
|
|
|
(£)
|
(£)
|
(£)
|
(£)
|
August
2019
|
93,613,105
|
6.3790
|
5.7830
|
6.0033
|
561,986,347
|
September
2019
|
42,163,889
|
6.2810
|
5.8630
|
6.0621
|
255,601,583
|
(j)
The highest and lowest mid-market prices at which
ordinary shares or, in the case of the New York Stock Exchange,
American Depositary Shares ("ADSs"), have traded on the Hong Kong,
London, New York, Paris and Bermuda Stock Exchanges during each of
the twelve completed months prior to the latest practicable date
before printing of this document were as follows:
|
|
|
|
|
New York
|
NYSE Euronext
|
|
|
|
|
Hong
Kong
|
London
|
Stock
Exchange
|
Paris
|
Bermuda
|
|
Month
|
Stock Exchange
|
Stock Exchange
|
(ADSs1)
|
Stock Exchange
|
Stock Exchange
|
|
|
Lowest
|
Highest
|
Lowest
|
Highest
|
Lowest
|
Highest
|
Lowest
|
Highest
|
Lowest
|
Highest
|
|
|
(HK$)
|
(HK$)
|
(£)
|
(£)
|
(US$)
|
(US$)
|
(€)
|
(€)
|
(BD$)
|
(BD$)
|
|
February
2019
|
63.93
|
67.68
|
6.13
|
6.66
|
40.59
|
42.81
|
7.14
|
7.59
|
8.08
|
8.58
|
|
March
2019
|
63.73
|
65.38
|
6.13
|
6.30
|
40.43
|
41.54
|
7.16
|
7.33
|
8.08
|
8.28
|
|
April
2019
|
64.73
|
67.88
|
6.36
|
6.69
|
41.77
|
43.58
|
7.34
|
7.74
|
8.28
|
8.73
|
|
May
2019
|
64.08
|
69.73
|
6.45
|
6.81
|
40.77
|
44.71
|
7.34
|
7.90
|
8.13
|
9.00
|
|
June
2019
|
63.33
|
65.48
|
6.44
|
6.58
|
40.65
|
41.75
|
7.22
|
7.39
|
8.05
|
8.38
|
|
July
2019
|
63.38
|
65.58
|
6.55
|
6.72
|
40.16
|
42.11
|
7.21
|
7.51
|
8.03
|
8.43
|
|
August
2019
|
56.03
|
63.13
|
5.81
|
6.66
|
35.54
|
39.72
|
6.42
|
7.31
|
7.13
|
7.68
|
|
September
2019
|
55.93
|
60.73
|
5.94
|
6.31
|
35.89
|
39.15
|
6.49
|
7.07
|
7.18
|
7.83
|
|
October
2019
|
57.43
|
61.88
|
5.83
|
6.20
|
36.68
|
39.53
|
6.71
|
7.13
|
7.33
|
7.88
|
|
November
2019
|
57.73
|
60.38
|
5.70
|
6.01
|
36.81
|
38.51
|
6.64
|
6.98
|
7.38
|
7.68
|
|
December
2019
|
57.03
|
60.93
|
5.52
|
6.00
|
36.34
|
39.09
|
6.52
|
7.07
|
7.28
|
7.73
|
|
January
2020
|
56.73
|
60.88
|
5.52
|
5.95
|
36.30
|
39.37
|
6.57
|
6.99
|
7.33
|
7.88
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Each
ADS represents five ordinary shares.
Appendix
3
Summary of principal features of the HSBC Share Plan 2011 ("2011
Plan")
Introduction
The 2011 Plan is an umbrella plan, which is a discretionary
long-term employee share incentive arrangement. The purpose of the
2011 Plan is to incentivise, reward and retain selected employees
in a way which aligns their interests with those of shareholders
and to comply with our regulatory requirements to defer certain
employees' variable pay into shares. The ability under the 2011
Plan to set vesting, exercise and retention periods and performance
conditions gives flexibility to achieve that purpose.
The 2011 Plan was approved by the Company's shareholders at the
2011 Annual General Meeting for a ten-year period. Pursuant to
Resolution 14, it is proposed to extend the term of the 2011 Plan
until 24 April 2030.
Types of awards
Under the 2011 Plan, conditional share awards, share options
(including nil-cost share options), cash awards and awards of
forfeitable shares can be granted by the grantor, with the prior
approval of the Directors.
Conditional share awards granted to participants resident in France
are granted subject to certain variations in order to provide
favourable tax treatment for participants.
Awards granted to US taxpayers are granted subject to certain
variations in order to satisfy US tax rules.
Conditional share awards which may be settled only in cash may also
be granted to former employees, with certain variations to account
for the fact that the participant has no right to receive
shares.
Grant of awards
Awards under the 2011 Plan may be granted subject to performance or
other conditions, determined at the discretion of the Directors and
may include dividend equivalents, malus and clawback provisions and
be subject to a post-vesting retention period.
Awards granted to facilitate deferral of bonuses will not usually
have performance conditions applied (as performance will have been
taken into account when determining the level of the
bonus).
Awards granted under the 2011 Plan (other than nil-cost share
options) may be satisfied by the issue of new shares, shares
purchased in the market or shares transferred from
treasury.
Operation
Awards under the 2011 Plan may be granted within 42 days after the
announcement of the Company's results for any period. Awards may
also be granted at other times in exceptional
circumstances.
Eligibility
Employees of the Company, its subsidiaries and any designated
associated companies (including executive Directors) are eligible
to participate in the 2011 Plan. The Directors will select
employees or one or more groups of employees to participate in the
2011 Plan and will determine the size of awards.
Individual limits
Generally, the market value of shares subject to awards granted to
a participant in any financial year cannot exceed six times the
participant's basic salary at the time of the award. Awards granted
in respect of a bonus or as a replacement for an incentive from a
previous employer will not be subject to this limit but cannot
exceed the value of the relevant bonus or replaced
incentive.
As required by the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited ("Hong Kong Listing Rules"),
the total number of shares issued and to be issued and/or
transferred out of treasury upon exercise of share options granted
to any one participant (including both exercised and outstanding
share options) in any 12 month period must not exceed 1 per cent of
the shares in issue (excluding shares in treasury) on the date of
exercise.
Reduction of awards (malus) and clawback
The Directors will determine at the time of grant whether an award
made under the 2011 Plan will be subject to clawback. If clawback
is applicable, the HSBC Group Clawback Policy (the "Clawback
Policy") will apply, unless the Directors determine to apply
clawback for a duration other than as set out in the Clawback
Policy.
The Directors may also, at any time before vesting, decide to
reduce the number of shares or the amount of cash included in an
award, in accordance with the HSBC Group Malus Policy.
Vesting
The Directors will determine at grant when an award will normally
vest, subject to continued employment and any other conditions
being met, such as the satisfaction of any performance
conditions.
A share option (other than a nil-cost share option) will not vest
earlier than 12 months after grant. A share option, once vested,
can be exercised for up to ten years from the date of grant (or for
six months where it vests on leaving employment or 12 months from
death). At the end of these periods a share option, if unexercised,
will lapse.
Leaving employment
An award will lapse where a participant leaves the HSBC Group
before vesting unless the cessation of employment is due to
ill-health, injury, disability, retirement (with the agreement of
the employer and approval of the Directors), redundancy (with the
agreement of the employer and approval of the Directors), transfer
of the employing business or the employing company ceasing to be a
member of the HSBC Group or for other reasons specifically allowed
by the Directors.
If a participant ceases employment in such circumstances and the
award is not subject to performance conditions, the award will not
lapse and will vest on the normal vesting date, unless the
Directors determine otherwise. The Directors may determine that the
award should be pro rated to reflect the proportion of the vesting
period when the participant was not in employment.
If a participant ceases employment in such circumstances and the
award is subject to performance conditions, the award will only
vest to the extent that the performance conditions are (or are
likely to be) satisfied as at such vesting date. Unless the
Directors decide otherwise, the award will be pro rated to reflect
the proportion of the performance period when the participant was
not in employment.
In the event of a participant's death, awards will vest in full at
the time of death.
Change of control, merger or other reorganisations
On a change of control of the Company, awards vest at the time of
the relevant event unless participants are allowed or required by
the Company to, with the agreement of the acquiring company,
exchange their awards for awards of shares in the acquiring
company. The Directors may also allow vesting (which may be subject
to conditions) on a demerger, delisting, distribution (other than
an ordinary dividend) or other transaction which might affect the
value of an award.
Overall limits
In any ten-year period, (i) not more than 10 per cent of the issued
ordinary share capital of the Company may be issued or committed to
be issued under the 2011 Plan and all other employee share plans
operated by the Company; and (ii) not more than 5 per cent of the
issued ordinary share capital of the Company, may be issued or
committed to be issued under the 2011 Plan and all other
discretionary share plans adopted by the Company, in each case
calculated by reference to the issued share capital of the Company
at the proposed date of grant of an award. If shares are
transferred from treasury to satisfy awards, these will also be
counted towards the dilution limits in accordance with the rules of
the 2011 Plan.
In addition, and in accordance with the Hong Kong Listing
Rules:
(i)
the maximum number of shares which may be issued and/or transferred
out of treasury on the exercise of all share options under the 2011
Plan (other than nil-cost share options) and share options granted
under any other employee share plan operated by the Company or a
subsidiary must not exceed 10 per cent of the shares in issue on 27
May 2011 (being the date of shareholder approval of the 2011 Plan).
Nil-cost share options cannot be satisfied by the issue of new
shares. Pursuant to Resolution 14, it is proposed to refresh this
limit to 10 per cent of the number of shares in issue (excluding
shares in treasury) at the date of passing the resolution;
and
(ii)
the number of shares which may be issued and/or transferred out of
treasury on the exercise of share options under the 2011 Plan
(other than nil-cost share options) and share options granted under
any other employee share plan operated by the Company or a
subsidiary outstanding at any one time must not exceed 30 per cent
of the shares in issue (excluding shares in treasury) from time to
time.
No further share options may be granted under any such plan if this
will result in the above limits being exceeded.
For the purposes of all the above limits, share options which lapse
or are cancelled and share options which will be satisfied by the
transfer of existing shares (other than shares out of treasury)
will be disregarded.
Amendments to the 2011 Plan
The Directors may amend the 2011 Plan at any time, although
shareholder approval is required to amend certain provisions of the
2011 Plan if the amendment is to the advantage of the participants.
These provisions relate to: eligibility; individual and 2011 Plan
limits; the basis for determining a participant's entitlement to
shares or cash under the 2011 Plan or the adjustments of awards in
the event of a variation of capital; and the amendment powers and
any changes to the terms of the 2011 Plan which relate to the
matters specified in Rule 17.03 of the Hong Kong Listing Rules,
which are material or which relate to the terms of the share
options which have been granted.
However, the Directors may, without shareholder approval, make
minor amendments to the terms of the 2011 Plan to: facilitate the
administration of the 2011 Plan; comply with or take account of any
proposed or existing legislation or changes thereto; or obtain or
maintain favourable tax, exchange control or regulatory treatment
for any Group company or any participant.
Any changes to the 2011 Plan which would be to the material
disadvantage of any existing rights of a participant can only be
made with the consent of the majority of participants
affected.
General
Where there is a variation in the share capital of the Company
(including a capitalisation issue, rights issue, sub-division,
consolidation or reduction of share capital), a demerger or a
special dividend, the Directors may adjust the limit on the total
number of shares which may be issued upon the exercise of share
options under the 2011 Plan in any way they consider appropriate.
Except in the case of a capitalisation issue a share option (other
than a nil-cost share option) may only be adjusted if the auditors
confirm that the proportion of the shares in issue represented by
each share option remains substantially unchanged as a result of
the adjustment.
Awards cannot be transferred except to a participant's personal
representative on death or with the consent of the
Directors.
Pension implications
Awards under the 2011 Plan and any resulting benefits will not be
pensionable.
Termination
The 2011 Plan is currently due to terminate on 27 May 2021. If
Resolution 14 is passed by shareholders, the termination date will
be extended to 24 April 2030.
Required disclosure on value and exercise price of share
options
The Hong
Kong Listing Rules encourage disclosure of the value of all share
options which may be granted under the 2011 Plan. It is currently
not intended to grant share options under the 2011 Plan and as such
the Directors consider that disclosure relating to the value of
share options which may be granted under the 2011 Plan would not
provide meaningful information to shareholders. Should a share
option be granted, the Directors will set the exercise price and it
must not be less than the greater of the middle-market closing
price of a share on the London Stock Exchange on the day before the
date of grant of the share option and the average closing price of
the shares for the five business days prior to the date of grant of
the share option (except in the case of a nil-cost share
option).
Appendix 4
Summary of principal features of the HSBC Holdings UK
Savings-Related Share Option Plan (UK) ("UK
Sharesave")
Introduction
The UK Sharesave is an all employee share option plan, which is
intended to satisfy the requirements of Schedule 3 to the Income
Tax (Earnings and Pensions) Act 2003 ("ITEPA"). It has been
registered and certified by the Company with HM Revenue &
Customs ("HMRC") as a tax-advantaged plan under the
ITEPA.
The UK Sharesave was last approved by the Company's shareholders at
the 2015 Annual General Meeting for a ten-year period. Pursuant to
Resolution 15, it is proposed to extend the term of the UK
Sharesave to 24 April 2030.
Eligibility
All UK-resident employees (including executive Directors) of the
Company and designated participating subsidiary companies are
eligible to join the UK Sharesave. Other employees of the Company
and designated participating subsidiary companies may be permitted
to participate at the discretion of the Directors.
Basis for participation
The UK Sharesave provides for the acquisition of shares by
participants through the exercise of a share option. The Directors
may determine in any year whether the UK Sharesave will be operated
and, if so, may issue invitations to eligible employees inviting
them to apply for the grant of share options.
Savings contracts
All eligible employees who wish to participate enter into a
certified savings contract to make 36 or 60 monthly contributions
of not more than £500 per month in total. An employee may
enter a contract over three years and a contract over five years in
any year, subject to their monthly contributions over all plans not
exceeding £500. The rate of any interest and/or bonus payable
(if any) is prescribed by HMRC.
Share option price
The option exercise price is determined by the Directors and may
not be less than the higher of:
(i) the
average of the middle market closing price of a share derived from
the London Stock Exchange Daily Official List for the five dealing
days preceding the date of the invitation, discounted by 20 per
cent; and
(ii) the
nominal value of a share.
Exercise of share options
A share option may only be exercised by the person to whom it was
granted (the "Option Holder"), or his/her personal
representative(s) and is otherwise not transferable.
Ordinarily, a share option may only be exercised within six months
of the maturity date of the savings contract if the Option Holder
remains employed, and will otherwise lapse.
If the participant has died the share option will not lapse until
12 months after the date of the employees' death, or 12 months from
the maturity date of the savings contract, whichever is
sooner.
Former employees may exercise a share option before the maturity of
their savings contract where the employment ceases on account of
injury or disability, redundancy, retirement, the disposal by the
Company of the participating subsidiary or business in which the
employee is employed, or the transfer of the business or part of
the business in which the employee is employed to a non-associated
company or non-subsidiary.
Share options are also exercisable within a limited period in the
event of a takeover, reconstruction or winding up of the Company,
but may alternatively, with the agreement of an acquiring company
upon a takeover or winding up of the Company, be rolled over, to
become share options over the acquiring company's shares. In the
absence of exercise or roll-over within the prescribed periods,
share options will lapse.
Issue or transfer of shares
Within 28 days of the exercise of a share option, the relevant
number of shares will be allotted and issued or transferred to the
Option Holder concerned. The UK Sharesave may operate over new
issue shares, treasury shares or shares purchased in the market.
Shares allotted will rank equally with the shares then in issue
other than in respect of a dividend or any other entitlements
arising by reference to a date prior to the date of
allotment.
Issues and reorganisations
The rights of Option Holders, and the overall limits on the number
of shares which may be issued and/or transferred out of treasury on
the exercise of all share options under the UK Sharesave and other
employees' share plans adopted by the Company or a subsidiary (as
described below), following a rights issue, capitalisation issue,
sub-division or consolidation of shares or reduction of capital
will be adjusted in such manner as the Directors may determine and
the Auditors confirm to be fair and reasonable, provided that, the
proportion of the shares represented by each share option remains
unchanged and the total market value of the shares that may be
acquired through exercise after adjustment remains substantially
the same. Any adjustment to a share option may only be made in
accordance with the requirements of the applicable
legislation.
Overall limits
In any ten-year period, the Company may not issue (or grant rights
to issue) more than 10 per cent of the issued ordinary share
capital of the Company under the UK Sharesave and any other
employee share plan adopted by the Company. If shares are
transferred from treasury to satisfy share options, these will also
be counted towards the dilution limits in accordance with the rules
of the UK Sharesave.
In addition, and in accordance with the Rules Governing the Listing
of Securities on The Stock Exchange of Hong Kong
Limited:
(i)
the maximum number of shares which may be issued and/or transferred
out of treasury on the exercise of all share options under the UK
Sharesave and share options granted under any other employee share
plan operated by the Company or a subsidiary must not exceed
1,589,418,881 (being 10 per cent of the shares in issue on 27 May
2005 as adjusted to account for the rights issue approved by the
Company in general meeting on 19 March 2009). Pursuant to
Resolution 15, it is proposed to refresh this limit to 10 per cent
of the number of shares in issue (excluding shares in treasury) at
the date of passing the resolution;
(ii)
the number of shares which may be issued and/or transferred
out of treasury on the exercise of share options under the UK
Sharesave and share options granted under any other employee share
plan operated by the Company or a subsidiary outstanding at any one
time must not exceed 30 per cent of the shares in issue (excluding
treasury shares) from time to time. The UK Sharesave includes an
overall maximum limit of 4,675,000,000 shares; and
(iii)
the total number of shares issued and to be issued to any
Option Holder and/or transferred out of treasury on the exercise of
share options granted to him/her in any 12 month period may not
exceed 1 per cent of the shares in issue (excluding shares in
treasury).
No further share options may be granted under any such plan if it
would result in the above limits being exceeded.
For the purposes of all the above limits, share options which lapse
or are cancelled and share options which will be satisfied by the
transfer of existing shares (other than shares out of treasury)
will be disregarded.
Pension implications
Share options under the UK Sharesave and any resulting benefits
will not be pensionable.
Alterations
The Directors may amend the UK Sharesave at any time provided
that:
(i) any
amendments to the material advantage of Option Holders (present or
future) may only be made with the prior approval of the Hong Kong
Stock Exchange and of an ordinary resolution of the shareholders of
the Company in general meeting. Minor amendments which the
Directors consider necessary or desirable to benefit the
administration of the UK Sharesave, to comply with or take account
of a change in legislation or amendments to obtain or maintain
favourable tax, exchange control or regulatory treatment for the
Company, any eligible employee or Option Holder, or for any
participating company; and
(ii)
no amendment which would adversely affect the subsisting rights of
Option Holders will be effective unless such alteration is made
with the written consent of the holders of share options over at
least 75 per cent of the shares subject to share options or a
resolution at a meeting of Option Holders by a majority of at least
75 per cent of the Option Holders who attend and vote in person or
by proxy.
However, the Directors may make amendments to give effect to
changes to the legislation governing the UK Sharesave without the
need for shareholder or Option Holder approval.
Termination
The UK Sharesave is currently due to terminate on 23 May 2025. If
Resolution15 is passed by shareholders, the termination date will
be extended to 24 April 2030.
Appendix 5
Summary of principal features of the HSBC Holdings UK Share
Incentive Plan ("UK SIP")
Introduction
The UK
SIP is an all employee share option plan, which is intended to
satisfy the requirements of Schedule 2 to the Income Tax (Earnings
and Pensions) Act 2003 ("ITEPA"). It has been registered and
certified by the Company with HM Revenue & Customs as a
tax-advantaged plan under ITEPA.
The UK SIP was last approved by the Company's shareholders at the
2010 Annual General Meeting for a ten-year period. Pursuant to
Resolution 16, it is proposed to extend the term of the UK SIP
until 24 April 2030. No other changes to the terms of the UK SIP
are proposed.
Eligibility
All UK-resident employees (including executive Directors) of the
Company and designated participating companies who have completed
such minimum period of service as the Directors may determine (such
period not exceeding 18 months), are eligible to join the UK
SIP.
Basis for participation
The UK SIP provides for the acquisition of shares by the trustee of
the UK SIP (the "Trustee") on behalf of participating employees on
one or more of four bases. Participants have so far only been given
the opportunity to acquire Partnership Shares and Dividend
Shares.
Allocations of shares
Partnership Shares
Employees may be invited to purchase Partnership Shares from time
to time by deductions from salary. Partnership Shares can be
withdrawn by the participant from the UK SIP at any
time.
Matching Shares
If the Company decides to offer Partnership Shares it may also
offer Matching Shares to those same participants. Allocations of
Matching Shares will be made on the same day as Partnership Shares
are acquired. Matching Shares must be held by the Trustee for a
period of between three and five years, as the Directors determine
(the "Holding Period"). If Partnership Shares are withdrawn before
the third anniversary, the related Matching Shares will be
forfeited.
Free Shares
Allocations of Free Shares may be made to participating employees
on a date set by the Directors. The value of Free Shares allocated
to employees is at the Directors' discretion.
Dividend Shares
Participants will be entitled to dividends paid on their shares
while they are held in the UK SIP trust. The Directors determine
whether the Trustee:
(i)
transfers the dividends directly to participants; or
(ii)
applies the dividends in the acquisition of Dividend Shares on
behalf of the participants.
Dividend Shares must normally be held by the Trustee for at least
three years.
Overall limits
In any ten-year period, the Company may not issue (or grant rights
to issue) more than 10 per cent of the issued ordinary share
capital of the Company under the UK SIP and any other employee
share plan adopted by the Company. If shares are transferred from
treasury to satisfy share allocations, these will also be counted
towards the dilution limits for as long as is required by the
guidelines issued by the UK Investment Association.
No subscription for shares is currently made (as the Free Share and
Matching Share facility is not operated). If new shares were to be
issued these would not be issued to Directors or other connected
persons of the Company (within the meaning of the Rules Governing
the Listing of Securities issued by The Stock Exchange of Hong Kong
Limited).
Individual limits
Partnership Shares
The maximum amount which an employee can have deducted from salary
for the purpose of acquiring Partnership Shares is the lower of 10
per cent of salary and £1,800 per tax year.
Matching Shares
The Directors will decide the basis on which Matching Shares are
allocated up to a maximum of two Matching Shares for every
Partnership Share.
Free Shares
The maximum value of Free Shares which can be allocated to an
employee in any tax year is £3,600.
Dividend Shares
There is no limit on the value of dividends paid on shares that may
be re-invested in Dividend Shares.
Termination of employment/forfeiture
Partnership Shares
Partnership Shares will be transferred to the participant upon
cessation of employment, subject to the payment of any income tax
and national insurance contributions if applicable.
Matching Shares and Free Shares
If a participant ceases to be an employee by reason of death,
injury, disability, redundancy, retirement, or if the participant's
employing company (or the part in which the participant is
employed) is transferred out of the HSBC Group, any Matching Shares
and/or Free Shares will be transferred to the participant or
personal representative.
If a participant ceases to be an employee for any other
reason:
(i) within
three years of the allocation of Matching Shares and/or Free
Shares, the Matching Shares and/or Free Shares will be forfeited;
or
(ii) at
least three years after Matching Shares and/or Free Shares are
allocated, the Trustee will transfer the shares to the participant,
subject to the payment of any income tax and national insurance
contributions if applicable.
Dividend Shares
If a participant ceases to be an employee at any time and for any
reason, his/her Dividend Shares will be transferred to
him/her.
Reconstructions and take-overs
In the event of any reconstruction or take-over of the Company,
participants may instruct the Trustee to receive any form of
consideration in respect of any shares held under the UK SIP. Any
shares which are received as consideration will be held in trust on
the same terms as the existing Partnership Shares, Matching Shares,
Free Shares or Dividend Shares to which they relate.
Pension implications
Awards under the UK SIP and any resulting benefits will not be
pensionable.
Alterations
The Directors may amend the UK SIP at any time in any respect
provided that:
(i)
the provisions relating to:
the participants; the limits on the number of shares which may be
issued under the UK SIP; the individual limit; the basis for
determining a participant's entitlement to shares or cash under the
UK SIP or the adjustments of awards in the event of a variation of
capital; and the amendment rule, cannot be altered to the advantage
of participants without prior approval of shareholders in general
meeting (except for minor amendments to benefit the administration
of the UK SIP, to take account of a change in legislation or to
obtain or maintain favourable tax, exchange control or regulatory
treatment for participants in the UK SIP or for the Company or any
other members of the HSBC Group); and
(ii)
no amendment may affect the beneficial
interests of participants in shares held by the Trustee on their
behalf prior to the amendment.
Termination
The UK SIP is currently due to terminate on 28 May 2020. If
Resolution 16 is passed by shareholders, the termination date will
be extended to 24 April 2030.
Summary of principal features of the HSBC Employee Share Purchase
Plan ("ShareMatch")
The main features of ShareMatch are based on the UK SIP. The main
differences between ShareMatch and the UK SIP are that under
ShareMatch:
(i)
employees will not be eligible to participate if they
are making contributions under the UK SIP and any minimum period of
service must not exceed three years;
(ii)
individual limits on the different award types can be determined by
the Directors;
(iii)
awards can generally be operated more flexibly, including regarding
leaver treatment and with no specific length of Holding Period for
Free Share awards or Matching Share awards required;
(iv)
Dividend Shares are not subject to a Holding Period;
(v)
the Matching Share awards facility is currently operated and such
awards are normally satisfied by a subscription for
shares;
(vi)
Free Share awards and Matching Share awards can include the right
to receive dividend equivalents;
(vii)
in the event of a share capital variation, the Directors may adjust
the number or class of shares subject to any Free Share award
and/or Matching Share award as they consider appropriate;
and
(viii)
there is currently no particular tax 'qualification' sought in any
jurisdiction, however it is intended that the plan will be operated
so that compliance with local tax laws and regulations is
ensured.
Appendix 6
Explanatory statement supplied by the Midland Clawback Campaign
Shareholder group in support of the requisitioned Resolution
18
Clawback, (also called State Pension Integration, State Pension
Offset, or by HSBC only as State Deduction), is a process whereby a
company pension is reduced when a scheme member reaches State
Pension age. Introduced in legislation in 1948 alongside State
Pension and National Insurance, it was designed to save money for
employers that provided a company pension by reducing scheme
funding costs. Midland Bank Ltd introduced this cost saving measure
from 1st January
1975.
The cost of a company pension is driven by salary and then pension
paid. Clawback is not linked to salary but only State Pension,
meaning a senior manager retiring on £100,000 a year suffers
the same clawback, as a junior staff member with the same service
record retiring on £12,000 a year.
This is an inequality and past employment practices mean more women
are adversely affected than men.
Equalities & Human Rights Commission (EHRC)
The Commission are an independent statutory body in the UK to
encourage equality and eliminate unlawful discrimination,
selectively using strategic enforcement powers. They review
inequalities and Indirect Discrimination
The Commission say that Indirect
Discrimination is when
there's a practice, policy or rule which applies to everyone in
the same way, but it has a worse effect on some people than
others. The Equality
Act says it must not put
you at a particular disadvantage.
The clawback calculation is the same for all but has a worse effect on those who have earned a lower wage,
mainly women and consequently puts them at
a disadvantage. It
seems clear, therefore, that an inequality exists and indirect
discrimination.
A complaint has been made on behalf of the scheme members to the
Commission. Their Principal Senior Lawyer has confirmed that they
are considering the complaint. In the event the complaint is upheld
the Commission would look to remove the inequality which could
include legal action under Equality law. This would be of further
damage to HSBC's reputation and presents reputational
risk.
Midland Clawback Campaign
HSBC advise that about 52,000 of their past and present UK staff
are affected by Clawback. A group of about 10,000 of these has come
together via social media and word of mouth to challenge the
unfairness of clawback and the lack of clear explanation given by
the bank to new staff in the 1970s and 1980s and the use of
misleading terminology.
Campaign legal action
Prior to the complaint to the EHRC the campaign committee had
referred the matter to lawyers and a specialist barrister, who had
advised that action under Equality legislation seemed
appropriate.
Confirmation of Inequality and Indirect Discrimination
Using data supplied to members by the Scheme administrators, a
representative sample has been compiled which confirms inequality
and indirect discrimination.
● Over 18% of the sample will lose more than 18% of
their company pension in clawback.
● Of these, 89% are women.
● The average gross pension in the sample is only
£11,721 and the average clawback deduction is
12%.
● The largest pension is over £76,000 (male)
due to lose only 2.2% in clawback.
● The greatest clawback deduction is 35%
(female).
Cost to bank
The bank have said the cost of removing clawback is £450
Million. They have not provided detail as to how this is
calculated. The HSBC UK staff pension fund was in surplus at 31
December 2017 by £2.53 Billion. Removing clawback is easily
affordable.
Obstacles to removal of clawback
The bank have said they cannot change this individual scheme
without changing all the schemes within the Bank's UK pension fund.
That is incorrect and the bank have made many changes to this
individual scheme in the past.
Support by Members of Parliament
An All Parties Parliamentary Group (APPG) has been formed with the
purpose of challenging HSBC to remove clawback from its pension
scheme.
In Summary
HSBC UK have, they say, 23 staff pension schemes but the only one
to suffer Clawback is the Post 1974 Midland Bank DBS.
Clawback/STATE DEDUCTION is hugely disproportionate and impacts the
lowest paid, mainly women more severely.
The Equality and Human Rights Commission have been corresponding
with HSBC and were unsatisfied with the initial HSBC response and
have challenged the bank to provide further clarifications, which
could result in legal enforcement proceedings.
Shareholders should pass this Resolution, thereby remedying the
disparate impact of "State Deduction".
Appendix
7
The Board's response to Resolution 18 requisitioned by the Midland
Clawback Campaign Shareholder group
Your Directors consider that Resolution 18 is not in the best
interests of the Company and its shareholders as a whole and
unanimously recommend that you vote against Resolution 18 for the
reasons set out below:
●
HSBC's review of the State Deduction
feature has demonstrated that it is an accepted aspect of UK
pensions practice that is recognised by legislation and continues
to be maintained by a significant number of schemes today. When
introduced, it formed part of a generous, non-contributory
pension.
●
The feature was communicated clearly
to members and applied as intended and in accordance with the Trust
Deed and Rules.
●
The State Deduction feature does not
constitute indirect discrimination because it applies to and
affects all members equally irrespective of gender or other
protected characteristics. The use of the State Deduction is
acknowledged expressly by the Equality Act.
●
Removal of the State Deduction would
constitute a retrospective change which would benefit a particular
group of members and be unfair to other Scheme members. It would
increase the risk of grievances being raised from other pension
scheme members both in the UK and globally and would set a
precedent for further challenges to valid terms and conditions that
could lead to even more significant unplanned and unintended
costs.
This position is taken having consulted with the Trustees of
the HSBC Bank (UK) Pension Scheme
(the "Scheme") and having taken external
advice.
Background:
● What is the Post 1974 Midland
Section?
All
employees who joined HSBC Bank plc (or Midland Bank plc at the
time) after 31 December 1974 and before 1 July 1996 were eligible
to join the Post 1974 Midland Section (the "Post 1974 Section") of
the Scheme. The Post 1974 Section provides final salary benefits,
and was non-contributory until 2009. It was designed to ensure
that members received an overall pension of broadly two-thirds of
final salary on retirement (provided they worked for the company
for 40 years). The Post 1974 Section was a final salary,
non-contributory scheme up to 30 June 2009 when member
contributions were introduced.
The
Post 1974 Section consists of approximately 52,000 members. The
State Deduction feature applies to all members of this section of
the Scheme.
The
Post 1974 Section has been closed to new members since July
1996. New joiners have instead been enrolled into the defined
contribution section of the Scheme, which does not provide a
guaranteed income on retirement.
● What is the State
Deduction?
The
State Deduction or pension integration has been a feature of the
Post 1974 Section since its introduction in 1975. The State
Deduction takes account of the fact that employees would usually
receive a pension from the UK government at their State Pension
Age, and reduces the amount paid by the Scheme at State Pension
Age. The aim was that members would continue to receive an overall
pension level throughout retirement (subject to minimum employment
terms and pension increases). This form of integration with the
State system was a common feature in final salary schemes
introduced at that time.
● What is
"Clawback"?
Clawback
is a term used by a group of members of the Post 1974 Section (the
"Campaign Group") to refer to the State Deduction. The
Campaign Group has requested removal of the State Deduction on the
basis of inequality and indirect discrimination.
"Clawback"
is not an accurate description of the State Deduction. HSBC
agreed to provide pension benefits to members on the basis that the
State Deduction will be applied, and has funded the Post 1974
Section on this basis. No aspect of members' benefits, or
amounts paid to members, are or will be clawed back, nor are they
"withheld".
HSBC's position:
● When the Scheme was introduced,
it was considered a generous pension scheme because it required no
contribution from members to secure an overall pension of up to
two-thirds of final salary on retirement.
When
joining HSBC, employees were automatically enrolled in the Scheme
and the Scheme literature expressly highlighted that the
integration of state pension with the Scheme pension would be part
of their pension calculation. If employees wished to retire with an
amount reflecting their final salary as well as their state pension
entitlement, they were free to arrange their own personal
pension.
● Features akin to the State
Deduction were commonplace in other pensions as well as other
sections of the Scheme.
At
the time that the State Deduction feature was introduced, many
schemes integrated state and scheme benefits in various ways to
target overall levels of benefit. A significant number of these
features remain in other schemes today. It is not true to say that
the integration of the state pension with the Scheme does not occur
in other sections, but the Post 1974 Section is the only section of
the Scheme where state pension integration is applied in this way.
Included within other sections of the Scheme are integration
methods that provide an additional payment until an individual
reaches State Retirement Age or accounting for the State Pension
amount in the pensionable pay definition used to determine an
individual's pension.
● The State Deduction was clearly
and consistently communicated to members.
HSBC
has commissioned a thorough review of how the State Deduction was
communicated to members dating back to its introduction in 1975 to
determine if HSBC made the Post 1974 Section's members sufficiently
aware of the feature. HSBC's legal advisers have determined that
the State Deduction was clearly and consistently communicated
within Scheme communications. State Deduction has been applied as
intended and in accordance with the Trust Deed and Rules. The
Scheme Trustee, who is separate to and independent of HSBC, also
carried out an extensive review of Scheme documents and
correspondence from its introduction in 1975 to date and concluded
that the deduction was communicated in a transparent
manner.
● The inclusion of this State
Deduction feature does not constitute indirect discrimination
because it applies to and affects all members equally irrespective
of gender or other protected characteristics.
HSBC,
through its extensive review of the State Deduction, has received
advice from its external legal advisers that this is both legal and
not indirectly discriminatory. The State Deduction forms part of
the pension benefit calculation for all members of the Post 1974
Section. It does not put members who share a particular
characteristic at a disadvantage. The Scheme Trustee has
independently confirmed to the Equality & Human Rights
Commission (the "EHRC") that it does not consider the State
Deduction to be indirectly discriminatory.
The
extent to which the State Deduction forms a greater or lesser
proportion of an individual's pension depends on the size of their
total pension, which will also depend on a number of factors.
Members with a lower final pensionable salary will receive a lower
pension than those on a higher final pensionable salary (assuming
the same period of service). In the same way if a member retires
early, or takes a lump sum, then the residual pension will also be
lower resulting in the State Deduction forming a higher proportion
of overall pension.
● Removal of the State Deduction
feature would come at a considerable, but difficult to quantify,
cost to the organisation.
The
Scheme's external actuary has estimated the removal of the State
Deduction for future payments would come at a cost of approximately
£450 million. Quantifying the cost of retrospective removal of
the State Deduction would need to consider not only the pensions
that are currently in payment but also the pension accounts of
those who are no longer with the Scheme - a highly complex task.
Removal of the State Deduction would constitute a retrospective
change which would benefit a particular group of members and be
unfair to other Scheme members particularly given that this section
of the Scheme is more generous than many other pension schemes
within HSBC. It would increase the risk of grievances being raised
from other pension scheme members both in the UK and globally and
would set a precedent for further challenges to valid terms and
conditions that could lead to even more significant unplanned and
unintended costs.
HSBC
has been advised that no schemes with a similar feature to the
State Deduction have removed this retrospectively due to it being
considered unfair or inappropriate.
● HSBC has engaged in an open and
transparent way with those authorities who have requested more
information at the bequest of this Campaign
Group.
HSBC
was contacted by the EHRC in late 2018 on an informal basis
concerning the State Deduction. In the course of that
correspondence HSBC provided a detailed analysis of the background,
rationale and legal basis on which the State Deduction operates.
This included advice from leading Counsel. The EHRC has not
commenced any formal proceedings and none are advised to be
pending. Therefore, HSBC's legal advice and consequent position
remains unchanged from last year.
HSBC
met with the All Party Parliamentary Group in the summer of 2019
and advised that it has given full consideration to the State
Deduction in a manner that it believes is both fair and
proportionate. The State Deduction forms part of a pension benefit
calculation for all members of the Post 1974 Section and applies to
and affects all members equally irrespective of gender or other
protected characteristics. Removal of the State Deduction
completely or by degrees could be unfair and discriminatory to
other Post 1974 Section members who would not receive an equivalent
enhancement.
Following an MP raising a question from one of
their constituents for the government to look into the State
Deduction, the Pensions Minister in January 2018 stated
that "it would not be right for
Government to compel schemes to withdraw this integration
arrangement as it would amount to a retrospective change imposing
significant additional unplanned costs. Any proposed change in
legislation would affect all integrated schemes and would
potentially risk their future solvency, particularly those which
are not well funded. This could jeopardise future pensioners
receiving the entitlements they have worked for and expect to
receive."
Appendix 8
Directors' interests in the ordinary shares and debentures of
HSBC
According
to the register of Directors' interests maintained by the Company
pursuant to section 352 of the Securities and Futures Ordinance of
Hong Kong, the Directors who are standing for election or
re-election had the following interests, all beneficial unless
otherwise stated, in the shares and debentures of HSBC and its
associated corporations on the latest practicable date prior to the
printing of this document being 26 February 2020.
In
this Appendix, all references to "beneficial owner" means a
beneficial owner for the purposes of the Securities and Futures
Ordinance of Hong Kong.
|
|
|
Jointly
|
|
|
|
|
Child
|
with
|
|
|
|
Beneficial
|
under 18
|
another
|
|
Total
|
HSBC
Holdings plc ordinary shares
|
owner
|
or spouse
|
person
|
Trustee
|
interests
|
Laura
Cha
|
16,200
|
-
|
-
|
-
|
16,200
|
Henri
de Castries
|
19,251
|
-
|
-
|
-
|
19,251
|
Irene
Lee
|
11,904
|
-
|
-
|
-
|
11,904
|
José Antonio
Meade Kuribreña
|
-
|
-
|
-
|
-
|
-
|
Heidi
Miller1
|
15,700
|
-
|
-
|
-
|
15,700
|
David
Nish
|
-
|
50,000
|
-
|
-
|
50,000
|
Noel
Quinn2
|
497,613
|
-
|
-
|
-
|
497,613
|
Ewen
Stevenson2
|
284,959
|
-
|
-
|
-
|
284,959
|
Jackson
Tai1
3
|
32,800
|
11,965
|
21,750
|
-
|
66,515
|
Mark
Tucker
|
307,352
|
-
|
-
|
-
|
307,352
|
Pauline
van der Meer Mohr
|
15,000
|
-
|
-
|
-
|
15,000
|
1
Heidi Miller has an interest in 3,140 and Jackson Tai has an
interest in 13,303 listed American Depository Shares ("ADSs"),
which are categorised as equity derivatives under Part XV of the
Securities and Futures Ordinance of Hong Kong. Each ADS represents
five HSBC Holdings ordinary shares.
2
Executive Directors' other interests in HSBC Holdings ordinary
shares arising from the HSBC Holdings savings-related share option
plan and the HSBC Share Plan 2011 are set out in the Scheme
interests in the Directors' Remuneration Report on pages 184 to 210
of the Annual Report & Accounts 2019. At 26 February 2020, the
aggregate interests under the Securities and Futures Ordinance of
Hong Kong in HSBC Holdings ordinary shares, including interests
arising through employee share plans and the interests above were:
Noel Quinn 1,090,121 and Ewen Stevenson 1,707,637. Each Director's
total interests represents less than 0.01 per cent of the shares in
issue and 0.01 per cent of the shares in issue (excluding treasury
shares).
3
Jackson Tai has a non-beneficial interest in 11,965 shares of which
he is custodian.
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
|
|
|
|
By:
|
|
Name:
Aileen Taylor
|
|
Title:
Group Company Secretary and Chief Governance Officer
|
|
|
|
Date:
11 March
2020
|