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-
).
HSBC HOLDINGS PLC
CHANGES TO BOARD AND COMMITTEE COMPOSITION
HSBC Holdings plc (the 'Company') is pleased to announce the
appointment of Rachel Duan (51), as an Independent non-executive
Director of the Company. The appointment will take effect from 1
September 2021. She will also be appointed as a member of the Group
Remuneration Committee and the Nomination & Corporate
Governance Committee.
Ms. Duan is a highly regarded and experienced business leader who
brings significant Asia and international leadership experience and
business acumen to the Board. Most recently, Ms Duan served as
Senior Vice President of General Electric (GE) and President &
CEO of GE's Global Markets, where she was responsible for driving
GE's growth in China, Asia Pacific, India, the Middle East, Africa,
and Latin America. She currently serves on the boards of AXA, since
2018, and Sanofi, since 2020, as an independent non-executive
director.
Commenting on the appointment, HSBC's Group Chairman, Mark Tucker,
said:
"Rachel is an exceptional candidate. I am absolutely delighted to
welcome her to the Board. She has extensive knowledge and
experience of operating in two of HSBC's most strategically
important markets - Hong Kong and mainland China. Her knowledge and
experience will further strengthen the Board's discussions and
oversight."
The Directors have determined that Rachel Duan is independent. In
making that determination, the Directors have concluded that there
are no other relationships or circumstances which are likely to
affect her judgement and that any relationships or circumstances
which could appear to do so were not considered to be
material.
The Company further announces that Henri de Castries
and Heidi
Miller do not intend to seek re-election to the Board at the
Company's Annual General Meeting ('AGM') on 28 May 2021. Both Mr de
Castries, and Ms. Miller will formally retire from the Board at the
conclusion of the AGM.
Ms. Miller's retirement from the Board will mean that she also
steps down from her role as Chair of our US subsidiary, HSBC North
America Holdings Inc. and will hand over her responsibilities as
Chair to Jamie Forese.
The Group Chairman, Mark Tucker, said: "On behalf of the Board, I
would like to thank both Henri and Heidi for their outstanding
commitment and invaluable contribution to the Board and its
Committees. Henri brought extensive financial industry experience
and has provided excellent guidance and counsel to the Board and
Group Remuneration Committee. Heidi's exceptional senior
leadership and banking experience underpinned her significant
contribution as Chair of the Group's US subsidiary, and brought
invaluable insight to our Group Risk Committee."
In accordance with Rule 13.51(2) of the Rules Governing the Listing
of Securities on The Stock Exchange of Hong Kong Limited (the 'Hong
Kong Listing Rules'), the Company confirms that there are no
matters which need to be brought to the attention of shareholders
of the Company in connection with the retirement of Henri de
Castries or Heidi Miller from the Board.
For the purposes of section 430(2B) of the Companies Act 2006, each
director will receive their pro rata entitlement to non-executive
Director fees for the month of May 2021 and is not entitled to any
payments for loss of office.
For and on behalf of
HSBC Holdings plc
Aileen Taylor
Group Company Secretary and Chief Governance Officer
Media enquiries to:
Heidi Ashley
+44 (0) 20 7992
2045
Supplementary Information:
As an Independent non-executive Director, Rachel Duan will not have
a service contract with the Company and will be paid total fees of
£200,000 per annum pursuant to the Directors' remuneration
policy approved by shareholders at the 2019 AGM. The total per
annum fees consist of: £127,000 for her role as Independent
non-executive Director, £40,000 as a member of the Group
Remuneration Committee, £33,000 as a member of the Nomination
& Corporate Governance Committee.
Rachel Duan's appointment as a Director of the Company is subject
to election by shareholders at the 2022 AGM and annual re-election
thereafter. Her initial three-year term will run from her initial
election, if successful, until the 2025 AGM.
On 25 April 2018, Rachel Duan was appointed as an independent
director of AXA with a term expiring at the 2022 Shareholders'
Meeting.
On 28 April 2020, Rachel Duan was appointed as an independent
director of Sanofi with a term expiring at the 2024 General
Meeting.
Save as disclosed above, Rachel Duan has not held any directorships
in any other publicly listed companies, in London, Hong Kong or
overseas, during the previous five years and she does not have any
relationship with any directors, senior management, substantial or
controlling shareholders of the Company. She does not have any
interests in the shares of the Company within the meaning of Part
XV of the Securities and Futures Ordinance.
There are no matters relating to the appointment of Rachel Duan
that need to be disclosed pursuant to Listing Rule 9.6.13(2) to (6)
of the Listing Rules of the Financial Conduct Authority. Save as
disclosed above there is no other information required to be
disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing
Rules.
Notes to editors:
1. Professional qualifications of Rachel Duan
University of Wisconsin: MBA and Shanghai International Studies
University: Bachelor of Science, Economics and International
Business.
2. The Board of Directors of HSBC Holdings plc as at the date of
this announcement is:
Mark Tucker*, Noel Quinn, Laura Cha†, Henri de
Castries†, James Anthony Forese†, Steven
Guggenheimer†, Irene Lee†, José Antonio Meade
Kuribreña†, Heidi Miller†, Eileen K Murray†,
David Nish†, Ewen Stevenson, Jackson Tai† and Pauline
van der Meer Mohr†.
* Non-executive Group Chairman
† Independent non-executive Director
3. The HSBC Group
HSBC Holdings plc, the parent company of HSBC, is headquartered in
London. HSBC serves customers worldwide from offices in 64
countries and territories in its geographical regions: Europe,
Asia, North America, Latin America, and Middle East and North
Africa. With assets of US$2,984bn at 31 December 2020, HSBC is one
of the world's largest banking and financial services
organisations.
ends/all
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
HSBC
Holdings plc
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By:
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Name:
Aileen Taylor
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Title:
Group Company Secretary and Chief Governance Officer
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Date:
11 March 2021
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