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 August
HSBC Holdings plc
42nd
Floor, 8 Canada Square, London E14 5HQ, England
(Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F).
Form
20-F X Form 40-F
(Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934).
Yes
No X
(If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
).
HSBC HOLDINGS PLC
GROUP CHIEF EXECUTIVE STEPS DOWN
AND APPOINTMENT OF INTERIM GROUP CHIEF EXECUTIVE
HSBC Holdings plc announces that John Flint has today stepped down
as Group Chief Executive and as a Director by mutual agreement with
the Board. Although not carrying out his day-to-day duties after
today, he remains available to assist HSBC with the
transition.
Mark Tucker, Group Chairman of HSBC, said:
"On behalf of the Board, I would like to thank John for his
personal commitment, dedication and the significant contribution
that he has made over his long career at the Bank. Today's positive
interim results particularly reflect John's achievements as Group
Chief Executive.
"HSBC is in a strong position to deliver on its strategy. In the
increasingly complex and challenging global environment in which
the Bank operates, the Board believes a change is needed to meet
the challenges that we face and to capture the very significant
opportunities before us."
John Flint said:
"It has been a privilege to spend my entire career with HSBC,
rising from International Officer Trainee to serve as Group Chief
Executive. I am grateful to my wonderful colleagues at the Bank for
their support during my career, and I am proud of what we achieved
together.
"I have agreed with the Board that today's good interim results
indicate that this is the right time for change, both for me and
the Bank. After almost 30 years with HSBC, I will be sad to leave
but I do so looking forward to a new personal challenge, and
confident that our people will continue to serve the Bank's
stakeholders in the best possible way."
The Board has initiated a process to find a new Group Chief
Executive. The Board will be considering internal and external
candidates.
During the search period the Board has asked Noel Quinn to assume
the role of interim Group Chief Executive until a successor is
appointed and to join the Board as an Executive Director. The
appointment is subject to regulatory approval. Mr Quinn is Chief
Executive, Global Commercial Banking, a position he has held since
2015. He brings a track record of business success, strong client
relationships and deep global expertise from his 32 years with
HSBC.
The appendix contains a summary of the terms relating to Mr Flint's
departure from HSBC and the terms for Mr Quinn. These financial
terms are in line with HSBC's shareholder approved Remuneration
Policy 2019.
For and on behalf of
HSBC Holdings plc
Richard Gray
Group Company Secretary
This announcement includes inside information as defined in Article
7 of the Market Abuse Regulation No. 596/2014.
The person responsible for arranging the release of this
announcement on behalf of HSBC Holdings plc is Richard Gray, Group
Company Secretary.
Media enquiries to:
Heidi Ashley
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Tel: 020 7992 2045
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Gillian James
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Tel: 020 7992 0516
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Supplementary Information
Mr Flint, aged 51, joined HSBC in 1989 and was appointed to the
Board as Group Chief Executive in 2018.
Save as disclosed above and in the Appendix, there are no other
matters concerning the resignation of Mr Flint as Group Chief
Executive and as a Director that need to be brought to the
attention of the shareholders of the Company.
Mr Quinn, aged 57, has not held any directorship in any other
publicly listed companies, whether in London, Hong Kong or
overseas, during the previous five years and he does not have any
relationship with any directors, senior management, substantial or
controlling shareholders of the Company. As at the date of this
announcement, Mr Quinn is interested in 767,157 shares of the
Company, representing approximately 0.004% of the issued shares of
the Company, within the meaning of Part XV of the Securities and
Futures Ordinance of Hong Kong. Details of the key terms of Mr
Quinn's appointment are contained in the Appendix.
This announcement is made pursuant to LR 9.6.11 of the UK Listing
Authority's Listing Rules (the UK Listing Rules) and Rule 13.51(2)
of the Rules Governing the Listing of Securities on the Stock
Exchange (the HK Listing Rules). No disclosure obligations arise
under paragraphs (2) to (6) of LR 9.6.13 R of the UK Listing Rules.
Details of directorships to be disclosed under paragraph (1) of LR
9.6.13 R of the UK Listing Rules are included within the
biographical details set out above.
Save as disclosed above and in the Appendix, there are no other
matters concerning the appointment of Mr Quinn as Executive
Director that need to be brought to the attention of the
shareholders of the Company nor is there any other information that
is required to be disclosed pursuant to the requirements of Rule
13.51(2) of the HK Listing Rules.
Notes to editors:
1. Professional qualifications of Noel Quinn
Institute of Chartered Accountants of England and
Wales
2. Career history and other appointments of Noel Quinn
2015 -
current
Chief Executive, Global Commercial Banking
2016 -
current
Group Managing Director
June 2018 - current
Director of HSBC Bank Canada
January 2019 - current Chairman of Serai
Limited
2011 - 2015
Regional Head of Commercial Banking for Asia-Pacific
(based
in Hong Kong)
2008 - 2011
Head of Commercial Banking UK
3. The Board of Directors of HSBC Holdings plc as at the date of
this announcement comprises:
Non-executive Chairman:
Mark Tucker
Executive Directors:
Noel Quinn (interim Group Chief Executive)
Ewen Stevenson (Group Chief Financial Officer)
Marc Moses (Group Chief Risk Officer)
Independent non-executive Directors:
Kathleen Casey
Laura Cha
Henri de Castries
Irene Lee
José Meade
Heidi Miller
David Nish
Jonathan Symonds
Jackson Tai
Pauline van der Meer Mohr
4. The HSBC Group
HSBC Holdings plc, the parent company of the HSBC Group, is
headquartered in London. The Group serves customers worldwide
across 65 countries and territories in Europe, Asia, North and
Latin America, and the Middle East and North Africa. With assets of
US$2,751bn at 30 June 2019, HSBC is one of the world's largest
banking and financial services organisations.
APPENDIX
As Mr Flint has agreed to remain available to HSBC, the date his
employment terminates (the "Departure Date"), and whether he will
be entitled to any payment in lieu of his 12 month notice period
(which expires on 4 August 2020), is not yet known. Any
payment in lieu of notice in respect of his base salary and pension
allowance will be paid shortly following the Departure Date.
He would also receive his fixed pay allowance in respect of any
unserved notice period.
Mr Flint will be eligible to be considered for an annual incentive
award, subject to an assessment of the relevant performance
measures and his contribution over the year to the Departure
Date. Any award would be determined on a pro rata basis and
will be disclosed in the appropriate directors' remuneration
report. Mr Flint will not be eligible for an LTI award in
respect of the 2019 performance year.
Mr Flint has been granted Good Leaver status, in accordance with
the respective plan rules, in respect of the deferred awards and
the 2018 performance year LTI awards that he holds that are due to
vest after the Departure Date. His Good Leaver status is
conditional upon him not taking up a role with a defined list of
competitor financial services firms for two years from his
Departure Date.
As a Good Leaver his deferred cash and share awards and Group
Performance Share Plan awards will continue to vest and be released
on their scheduled vesting dates, subject to the relevant terms
(including post-vesting retention periods, malus and, where
applicable, clawback). Any vesting of his 2018 performance year LTI
awards will be pro-rated for the period up to the Departure Date
and will be subject to the relevant terms (including post-vesting
retention periods, malus and, where applicable, clawback). Any
vesting of his 2018 performance year LTI awards will be disclosed,
as required, in the appropriate directors' remuneration
report.
In addition to the above, the Company will make a contribution
towards Mr Flint's legal fees incurred in connection with his
departure arrangements and will make outplacement services
available to him. In line with the Directors' Remuneration Policy,
Mr Flint will also be entitled to receive medical cover, tax and
legal advice for a period of up to seven years from the Departure
Date in relation to services provided to the Company. Mr Flint will
continue to be covered by the Company's D&O insurance and will
benefit from an indemnity in respect of third party
liabilities.
Mr Flint will receive no other compensation or payment for the
termination of his employment agreement or his ceasing to be a
director of the Company or any other Group company.
The above information is provided in compliance with section
430(2B) of the Companies Act 2006.
Mr Quinn's remuneration as Executive Director and interim Group
Chief Executive of the Company under his service contract will
consist of a base salary of £1,240,000 per annum, a fixed pay
allowance of £1,700,000 per annum and a pension allowance of
£124,000 per annum equal to 10% of his base salary. Mr Quinn's
service contract also provides for a discretionary variable pay
opportunity, which may comprise an annual incentive award and/or a
long-term incentive award (the appropriate combination to be
determined by the Company's remuneration committee by reference to
the duration of Mr Quinn's appointment). Mr Quinn's variable pay
opportunity will be subject to a cap of 200% of total fixed pay
(currently representing 495% of base salary). Any variable pay
awarded to Mr Quinn will be determined by reference to the
performance and profitability of the Company as well as his
personal performance and remuneration benchmarks in the
industry.
ends/all
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
HSBC
Holdings plc
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By:
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Name:
Ben J S Mathews
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Title:
Group Company Secretary
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Date:
05 August
2019
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