# Corporate governance report HSBC continues to enhance its corporate governance practices and procedures to support the Board’s commitment to high standards of corporate governance. The corporate governance report contains the Report of the Directors and gives details of our Board of Directors, senior management, and Board committees. It outlines key aspects of our approach to corporate governance, including internal control. It also includes the Directors’ remuneration report, which explains our policies on remuneration and their application. We have a comprehensive range of policies and systems in place designed to help ensure that the Group is well managed, with effective oversight and control. - 237 The Board - 242 Senior management - 245 How we are governed - 251 Board matters considered and workforce engagement - 257 Board and committee effectiveness, performance and accountability - 259 Board committees - 279 Directors’ remuneration report - 318 Share capital and other related governance disclosures - 323 Internal control - 325 Employees - 327 Statement of compliance --- # The Board The Board, which seeks to promote the Group’s long-term success, deliver sustainable value to shareholders and promote a culture of openness and debate, comprises diverse, high-calibre members who have experience in our global markets. ## Chairman and executive Directors ### Sir Mark E Tucker (67) **Group Chairman** Appointed to the Board: September 2017 Group Chairman since: October 2017 **Skills and experience:** With over 40 years of experience in financial services in Asia, the US, the UK, and Africa, including 30 years based in Hong Kong, Mark has a deep understanding of the industry and the markets in which we operate. **Career:** Mark is also non-executive Group Chairman of the Discovery Group of South Africa. Mark was previously Group Chief Executive and President of AIA Group Limited (‘AIA’). Prior to that, he was Group Chief Executive of Prudential plc. Mark previously served on the Court of the Bank of England. He has also served on the Board of the Goldman Sachs Group. **External appointments:** - Non-executive Group Chairman of Discovery Group of South Africa - Supporting Chair of Chapter Zero - Member of the Asia Business Council - Member of the Hong Kong Chief Executive’s Council of Advisers - Member of the Investment Council of the Supreme National Investment Committee of the Kingdom of Saudi Arabia - Chairman of the Multinational Chairmen’s Group - Director, Peterson Institute for International Economics - Director, Institute of International Finance - Trustee, Asia Society Global Board of Trustees - Member of the China National Financial Regulatory Administration International Advisory Council (NFRA IAC) - International Adviser, Hong Kong Academy of Finance - International Council of Advisers - Member of the Advisory Board of the Asia Global Institute - International Business Leaders’ Advisory Council to the Mayor of Beijing (IBLAC Beijing) – Advisor to the Mayor - International Business Leaders’ Advisory Council to the Mayor of Shanghai (IBLAC Shanghai) – Advisor to the Mayor ### Georges Elhedery (50) **Group CEO** Appointed to the Board: January 2023 **Skills and experience:** Georges has over 25 years of experience in the banking industry across Europe, the Middle East and Asia, and has held a number of executive roles at a regional, global business and functional level. **Career:** Georges was appointed Group CEO from 2 September 2024. He most recently served as Group CFO between January 2023 and September 2024. Georges joined HSBC in 2005 with extensive trading experience in London, Paris and Tokyo. He has since held a number of senior leadership roles, including Head of Global Banking and Markets, Middle East and North Africa; Chief Executive Officer for HSBC, Middle East, North Africa and Türkiye; Global Head of Markets; and co-Chief Executive Officer, Global Banking and Markets based in London. **External appointments:** - Member of the Monetary Authority of Singapore, International Advisory Panel - Independent non-executive Director of Sustainable Markets Initiative Limited - Member of the Financial Services Task Force of the Sustainable Markets Initiative - Member of the Advisory Board of The China Children Development Fund - Principal Member of The Glasgow Financial Alliance for Net Zero ### Manveen Kaur (known as Pam Kaur) (61) **Group CFO** Appointed to the Board: January 2025 **Skills and experience:** Pam has extensive global banking experience, gained over an almost 40-year career with a number of global financial institutions. She has performed many senior roles in audit, business, compliance, finance and risk management. **Career:** Pam was appointed Group CFO on 1 January 2025. Prior to this, she served as Group Chief Risk Officer from January 2020 and assumed responsibility for Compliance in June 2021. She served as Group Chief Risk and Compliance Officer until December 2024. Prior to joining HSBC in April 2013 as Group Head of Internal Audit, Pam held several senior positions including Global Head of Group Audit for Deutsche Bank; Chief Financial Officer and Chief Operating Officer of the Restructuring and Risk Division for Royal Bank of Scotland Group plc; Group Head of Compliance and Anti-Money Laundering for Lloyds TSB; and Chief Compliance Officer for Citigroup International. **External appointments:** - Non-executive Director of The Hongkong and Shanghai Banking Corporation Limited - Independent non-executive Director of abrdn plc ### Board committee membership key - 🔲 Committee Chair - A Group Audit Committee - Ri Group Risk Committee - R Group Remuneration Committee - N Nomination & Corporate Governance Committee - T Group Technology and Operations Committee For full biographical details of our Board members, see [www.hsbc.com/who-we-are/our-people/board-of-directors](http://www.hsbc.com/who-we-are/our-people/board-of-directors). --- # Independent non-executive Directors ### Geraldine Buckingham (47) **Independent non-executive Director** Appointed to the Board: May 2022 **Skills and experience:** Geraldine is an experienced executive within the global financial services industry, with significant leadership experience in Asia. **Career:** Geraldine is the former Chair and Head of Asia-Pacific at BlackRock, where she was responsible for all business activities across Hong Kong, mainland China, Japan, Australia, Singapore, India and Korea. After stepping down from this role, she acted as senior adviser to the Chairman and Chief Executive Officer of BlackRock. She earlier served as BlackRock’s Global Head of Corporate Strategy, and previously was a partner within McKinsey & Company’s financial services practice. **External appointments:** - Independent non-executive Director of Brunswick Group Partnership Ltd - Independent non-executive Director of H.R.L. Morrison & Co Limited - Member of the Advisory Board of ClimateWorks Centre Australia - Member of the Advisory Board of the McKinsey Health Institute ### Rachel Duan (54) **Independent non-executive Director** Appointed to the Board: September 2021 **Skills and experience:** Rachel is an experienced business leader with exceptional international experience in the US, Japan, mainland China and Hong Kong. **Career:** Rachel spent 24 years at General Electric (‘GE’), where she held positions including Senior Vice President of GE, and President and Chief Executive Officer of GE’s Global Markets where she was responsible for driving GE’s growth in Asia-Pacific, the Middle East, Africa, Latin America, Russia and the Commonwealth of Independent States. She also previously served as President and Chief Executive Officer of GE Advanced Materials China and then of Asia-Pacific; President and CEO of GE Healthcare China; and President and CEO of GE China. She has previously served as a non-executive Director of AXA S.A. **External appointments:** - Independent non-executive Director of Sanofi S.A. - Independent non-executive Director of the Adecco Group AG - Independent non-executive Director of Kering S.A. ### Dame Carolyn Fairbairn (64) **Independent non-executive Director** Appointed to the Board: September 2021 **Skills and experience:** Carolyn has significant experience across the media, government and finance sectors, and a deep understanding of the macroeconomic, regulatory and political environment. **Career:** An economist by training, Carolyn has served as a partner at McKinsey & Company, a member of the UK prime minister John Major’s Number 10 Policy Unit, and as Director-General of the Confederation of British Industry, and held senior executive positions at the BBC and ITV plc. She has extensive board experience, having previously served as non-executive Director of Lloyds Banking Group plc, The Vitec Group plc, Capita plc and BAE Systems plc. She has also served as a non-executive Director of the UK Competition and Markets Authority and the Financial Services Authority. **External appointments:** - Senior Independent non-executive Director of Tesco plc - Chair of Royal Mencap Society --- ### James Forese (61) **Independent non-executive Director** Appointed to the Board: May 2020 **Skills and experience:** Jamie has over 30 years of international business and management experience in the finance industry working in areas including global markets, investment and private banking. **Career:** Jamie formerly served as President of Citigroup. He began his career in securities trading with Salomon Brothers, one of Citigroup’s predecessor companies, in 1985. In addition to his most recent role as Citigroup’s President, he was Chief Executive Officer of Citigroup’s Institutional Clients Group. He has held the positions of Chief Executive of its Securities and Banking division and Head of its Global Markets business. **External appointments:** - Non-executive Chair of HSBC North America Holdings Inc - Non-executive Chairman of Global Bamboo Technologies ### Ann Godbehere (69) **Independent non-executive Director** Appointed to the Board: September 2023 Senior Independent non-executive Director: May 2024 **Skills and experience:** Ann brings deep financial acumen and extensive financial services experience over a 30-year career spanning insurance, retail and private banking, and wealth management. She also provides global perspectives, drawing upon experiences and insights gained from a long career in international business. **Career:** After joining Swiss Re in 1996, Ann served as the company’s Chief Financial Officer from 2003 to 2007. She was also Interim Chief Financial Officer of Northern Rock Bank from 2008 to 2009 in the period immediately after its nationalisation. Ann also has extensive board experience, including with FTSE 100 companies, having previously served as non-executive Director of Prudential plc, British American Tobacco plc, UBS AG, UBS Group AG and as Senior Independent non-executive Director of Rio Tinto plc and Rio Tinto Limited. **External appointments:** - Non-executive Director of HSBC Bank plc - Non-executive Director and Chair of the Audit Committee of Stellantis N.V. - Non-executive Director and Chair of the Audit and Risk Committee of Shell plc ### Steven Guggenheimer (59) **Independent non-executive Director** Appointed to the Board: May 2020 **Skills and experience:** Steven brings extensive insight into technologies ranging from artificial intelligence to Cloud computing, through his experience advising businesses on digital transformation. **Career:** Steven has more than 25 years of experience at Microsoft, including more than a decade as Corporate Vice President, where he led teams focused on original equipment manufacturers, developers and independent software vendors and artificial intelligence solutions. **External appointments:** - Independent non-executive Director of BT Group plc - Independent non-executive Director of Leupold & Stevens, Inc - Independent non-executive Director of Forrit Holdings Limited --- ### Dr José Antonio Meade Kuribreña (55) **Independent non-executive Director** Appointed to the Board: March 2019 Workforce engagement non-executive Director since: June 2022 **Skills and experience:** José has extensive experience in public administration, banking and financial policy. **Career:** José has 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:** - Independent non-executive Director of Alfa S.A.B. de C.V. - Independent non-executive Director of Grupo Comercial Chedraui, S.A.B. de C.V. - Independent Member of the Technical Committee of Fibra Uno Administracion SA de CV - Board member of the Global Center on Adaptation - Member of the Advisory Board of the University of California, Centre for US-Mexican Studies - Member of the UNICEF Mexico Advisory Board ### Kalpana Morparia (75) **Independent non-executive Director** Appointed to the Board: March 2023 **Skills and experience:** Kalpana is a skilled business leader with significant experience gained through a 45-year career in banking across Asia, primarily in India. **Career:** Kalpana’s most recent executive role was as Chair of J.P. Morgan, South and Southeast Asia and a member of J.P. Morgan’s Asia executive committee, held until her retirement in 2021. Before J.P. Morgan, she was the Joint Managing Director of ICICI Bank, India’s second largest bank, from 2001 to 2007. She previously served as a non-executive Director of Hindustan Unilever Limited and Dr.Reddy’s Laboratories Ltd. **External appointments:** - Independent non-executive Director of The Great Eastern Shipping Company Limited - Independent non-executive Director of Philip Morris International Inc - Independent Director of Meesho Inc - Member of the Mentor Council of the Institute for Sustainability, Employment and Growth (ISEG Foundation) ### Eileen Murray (66) **Independent non-executive Director** Appointed to the Board: July 2020 **Skills and experience:** Eileen has extensive knowledge in financial services, technology and corporate strategy from a career spanning more than 40 years. **Career:** Eileen previously served as co-Chief Executive Officer of Bridgewater Associates, LP. Before this, she was Chief Executive Officer for Investment Risk Management LLC, and President and co-Chief Executive Officer of Duff Capital Advisors. Eileen started her professional career at Morgan Stanley, where she held positions including Controller, Treasurer, and Global Head of Technology and Operations, as well as Chief Operating Officer for its Institutional Securities Group. She was also Head of Global Technology, Operations and Product Control at Credit Suisse. **External appointments:** - Independent non-executive Director of Guardian Life Insurance Company of America - Independent non-executive Director of Broadridge Financial Solutions, Inc - Chair of Invisible Urban Charging - Operating partner of Liberty City Ventures --- ### Brendan Nelson (75) **Independent non-executive Director** Appointed to the Board: September 2023 **Skills and experience:** Brendan brings UK and international financial and auditing expertise, and significant experience in auditing and as audit committee chair of UK-listed companies. **Career:** Brendan spent over 25 years as a partner at KPMG LLP, served on the board from 2000 and as Vice Chairman from 2006, until his retirement in 2010. Internationally, he held various senior positions including Global Chairman of the financial services practice. Subsequently, Brendan joined the boards of bp plc and NatWest Group plc where he also served as Chairman of both companies’ audit committees. During his career, Brendan was President of the Institute of Chartered Accountants of Scotland, a member of the Financial Reporting Review Panel and a member of the Financial Services Authority's Practitioner Panel. As current Chairman of the Board of BP Pension Trustees Ltd, Brendan has received training in ESG considerations for investment decisions and helped set an ambition to be net zero in terms of greenhouse gas emissions from investments by 2050. **External appointments:** - Non-executive Director of HSBC UK Bank plc - Chairman of BP Pension Trustees Ltd ### Swee Lian Teo (65) **Independent non-executive Director** Appointed to the Board: October 2023 **Skills and experience:** Swee Lian brings extensive experience within the international financial services industry, having previously spent over 27 years with the Monetary Authority of Singapore (‘MAS‘). **Career:** During Swee Lian’s time at the MAS, she worked in foreign reserves management, financial sector development, strategic planning and financial supervision, before she became the Deputy Managing Director for Financial Supervision. She retired from the MAS in 2015 after serving as Special Advisor, focused on MAS’s role in the international regulatory framework, in the Managing Director’s office. Swee Lian previously served as a non-executive Director on the boards of AIA Group Limited, Singapore Telecommunications Limited and the Dubai Financial Services Authority. **External appointments:** - Chair of CapitaLand Integrated Commercial Trust Management Limited - Director of Clifford Capital Pte Ltd - Director of Clifford Capital Holdings Pte Ltd ### Aileen Taylor (52) **Group Chief People & Governance Officer** Appointed: October 2024 **Skills and experience:** Aileen is a solicitor with significant risk, governance and regulatory experience across the banking industry. She is a member of the European Corporate Governance Council and the GC100. **Career:** Prior to joining HSBC, Aileen spent 19 years at the Royal Bank of Scotland Group, holding various legal, risk and compliance roles. She was appointed Group Secretary in 2010 and subsequently Chief Governance Officer and Board Counsel. Aileen started her HSBC career as Group Company Secretary and Chief Governance Officer in 2019 and has been leading connectivity between Board and Executive for over five years. Her role was expanded to Group Chief Human Resources and Governance Officer in October 2024 and then became Group Chief People & Governance Officer. Aileen has held various industry positions such as a member of the Financial Conduct Authority's Listing Authority Advisory Panel. **Former Directors who served during the year:** - **David Nish:** David Nish retired from the Board on 3 May 2024 - **Sir Noel Quinn:** Sir Noel Quinn retired from the Board on 2 September 2024 --- # Senior management Senior management, which includes the Group Operating Committee, effective from 1 January 2025, supports the Group CEO in the day-to-day management of the business and the implementation of strategy. ### Richard Blackburn (59) **Interim Group Chief Risk and Compliance Officer** Richard was appointed Interim Group Chief Risk and Compliance Officer in January 2025. He also retains his existing responsibilities as Global Head of Traded and Treasury Risk Management & Global Head of Risk Analytics. Richard has 35 years’ experience in the financial services sector and has been with HSBC for over 20 years. In that time, he has held a number of senior roles including Regional Chief Risk Officer for Europe and MENAT, Chief Risk & Compliance Officer for Global Banking & Markets, Chief Risk & Compliance Officer for Global Commercial Banking, Chief Financial Officer for Global Markets and Head of Global Markets Asset & Liability Management. ### Jonathan Calvert-Davies (56) **Group Head of Internal Audit** Jonathan is a standing attendee of the Group Operating Committee, having joined HSBC as Group Head of Internal Audit in October 2019. He has over 30 years of experience providing assurance, audit and advisory services to the banking and securities industries in the UK, the US and Europe. Jonathan’s previous roles included leading KPMG UK’s financial services internal audit services practice and PwC’s UK internal audit services practice. He also previously served as interim Group Head of Internal Audit at the Royal Bank of Scotland Group. ### Bob Hoyt (60) **Group Chief Legal Officer** Bob joined HSBC as Group Chief Legal Officer in January 2021. He was previously Group General Counsel at Barclays from 2013 to 2020. Prior to that, he was General Counsel and Chief Regulatory Affairs Officer for PNC Financial Services Group. Bob has served as General Counsel and Senior Policy Adviser to the US Department of the Treasury under Secretary Henry M. Paulson Jr, and as Special Assistant and Associate Counsel to the White House under President George W. Bush. ### David Liao (52) **Co-Chief Executive, Asia and Middle East** David was appointed Co-Chief Executive of the Asia-Pacific region in 2021, which was expanded to cover the Middle East in January 2025. David, who joined HSBC in 1997, has held several senior roles during his HSBC career including: Head of Global Banking Coverage for Asia-Pacific; President and Chief Executive of HSBC China; Head of Global Banking and Markets, HSBC China; and Treasurer and Head of Global Markets, HSBC China. He also serves as the Chair of HSBC Bank (China) Company Limited, and as a Director of Bank of Communications Co., Limited and Hang Seng Bank Limited. --- ### Barry O’Byrne (49) **Chief Executive Officer, International Wealth & Premier Banking** Barry was appointed Chief Executive Officer of Wealth and Premier Banking in October 2024. He joined HSBC in 2017 firstly as Chief Operating Officer for Global Commercial Banking and became Chief Executive Officer in 2019. Before joining HSBC, Barry worked at GE Capital for 19 years where he held a number of senior leadership roles, including Chief Executive Officer and Chief Operating Officer for GE Capital International. ### Michael Roberts (64) **Chief Executive Officer, HSBC Bank plc, and Corporate and Institutional Banking** Michael was appointed Chief Executive Officer, Corporate and Institutional Banking and Western Markets in January 2025. In this role he also holds the role of CEO, HSBC Bank plc, the Group’s non-ring-fenced bank. Michael previously served as Chief Executive Officer of HSBC US and Americas until December 2024. Prior to this he held the role of Chief Executive Officer of HSBC USA when he joined HSBC in 2019. Prior to joining HSBC, Michael spent over 30 years at Citigroup in a number of senior leadership roles, most recently as Global Head of Corporate Banking and Capital Management and Chief Lending Officer. ### Surendra Rosha (56) **Co-Chief Executive, Asia and Middle East** Surendra was appointed Co-Chief Executive of the Asia-Pacific region in 2021, which was expanded to cover the Middle East in January 2025. He is a Director of The Hongkong and Shanghai Banking Corporation Limited, HSBC Global Asset Management Limited and HSBC Bank Malaysia Berhad. Surendra joined HSBC in 1991 and has held several senior positions within Global Banking and Markets, including Head of Global Markets in Indonesia and Head of Institutional Sales, Asia-Pacific. He previously held the position of Chief Executive for HSBC India and Head of Financial Institutions Group, Asia-Pacific. ### John David Stuart (known as Ian Stuart) (61) **Chief Executive Officer, HSBC UK Bank plc** Ian has been Chief Executive Officer of HSBC UK Bank plc, the Group’s UK ring-fenced bank, since 2017. He joined HSBC in 2014 and served as Head of Commercial Banking, UK and Europe, until taking up his current role. Ian has worked over 45 years in financial services, and previously worked at Bank of Scotland, NatWest, RBS and Barclays. Ian holds an Honorary Masters and Honorary Doctorate degree for his services to the banking sector. He is a member of the UK Finance Board, TheCityUK Board, the UK Investment Council and is a business ambassador for Meningitis Now. ### Stuart Riley (50) **Group Chief Information Officer** Stuart was appointed Group Chief Information Officer in February 2024, initially overseeing the Technology function. In October 2024, he assumed responsibilities for data and analytics, and emerging technology, innovation, and ventures. Prior to joining HSBC, Stuart was Co-Chief Information Officer of Citi, and previously held senior technology roles at Deutsche Bank. He has also held the role of Partner at TAG Consulting, a technology consulting firm. ### Suzy White (48) **Group Chief Operating Officer** Suzy was appointed Group Chief Operating Officer in October 2024. Suzy has been with HSBC for more than 25 years and has held a number of senior leadership roles, most recently Chief Operating Officer for Global Banking and Markets. Previous roles included Regional Chief Operating Officer for Global Markets in the Americas, and Chief Risk Officer for Global Banking and Markets and Commercial Banking in the US. **Additional members of the Group Operating Committee:** - Georges Elhedery - Pam Kaur - Aileen Taylor **Other Senior Management who served on the Group Executive Committee during the year:** - Greg Guyett, former Chief Executive Officer Global Banking and Markets stepped down as a Group Executive Committee member on 31 December 2024. He assumed the role of Chair, Strategic Clients Group on 1 January 2025. - Elaine Arden, former Group Chief Human Resources Officer stepped down on 30 September 2024. - John Hinshaw, former Group Chief Operating Officer stepped down on 30 September 2024. - Nuno Matos, former Chief Executive Officer Wealth and Personal Banking stepped down on 30 September 2024. - Colin Bell, former Chief Executive Officer HSBC Bank plc and HSBC Europe stepped down on 31 December 2024. - Dr Celine Herweijer, former Group Chief Sustainability Officer stepped down on 31 December 2024. - Steve John, former Group Chief Communications and Brand Officer stepped down on 31 December 2024. - Stephen Moss, former Regional Chief Executive Officer – Middle East, North Africa and Türkiye stepped down on 31 December 2024. - Jonathan Bingham, Global Financial Controller, served on the Group Executive Committee as interim Group Chief Financial Officer from 2 September 2024 to 31 December 2024. - Jo Miyake attended meetings of the Group Executive Committee as interim CEO, Global Commercial Banking from 1 October 2024 to 31 December 2024. --- # Board and senior management diversity We believe that a diverse and inclusive Board, reflective of the communities we serve, is a critical component of effective decision-making and of developing a sustainable and successful business for HSBC. This section outlines the key inclusion metrics for Board members and executive management as at 31 December 2024. The metrics as at 1 January 2025 have also been included to reflect changes to the Board and senior management that took effect from 1 January 2025. ## Gender and ethnic representation In accordance with the requirements of UK Listing Rule 6.6.6 (10) the tables below outline the current gender and ethnic representation of the HSBC Holdings Board and executive management reflecting data gathered through self-identification. ### Gender Identity | | As at 31 December 2024 | | | | As at 1 January 2025 | | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Board members** | **Number** | **%** | **Executive management$^2$** | **Number** | **%** | **Number of senior positions$^1$** | | Male | 6 | 46 | 3 | 15 | 79 | 6 | 43 | 2 | 10 | 77 | | Female | 7 | 54 | 1 | 4 | 21 | 8 | 57 | 2 | 3 | 23 | | Other | — | — | — | — | — | — | — | — | — | — | | Not specified/prefer not to say | — | — | — | — | — | — | — | — | — | ### Ethnic Background | | As at 31 December 2024 | | | | As at 1 January 2025 | | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Board members** | **Number** | **%** | **Executive management$^2$** | **Number** | **%** | **Number of senior positions$^1$** | | White British or other White (including minority-White groups) | 8 | 62 | 3 | 13 | 69 | 8 | 57 | 2 | 9 | 69 | | Mixed/multiple ethnic groups | — | — | — | — | — | — | — | — | — | — | | Asian/Asian British | 3 | 23 | — | 4 | 21 | 4 | 29 | 1 | 3 | 23 | | Black/African/Caribbean/Black British | — | — | — | — | — | — | — | — | — | — | | Other ethnic groups | 2 | 15 | 1 | 1 | 5 | 2 | 14 | 1 | 1 | 8 | | Not specified/prefer not to say | — | — | — | 1 | 5 | — | — | — | — | — | 1 Senior positions on the Board comprise the Group Chairman, Group CEO, Group CFO and Senior Independent non-executive Director. 2 Executive management comprises the Group Executive Committee members and the Group Head of Internal Audit. 3 Executive management comprises the Group Operating Committee members and the Group Head of Internal Audit. ## Skills and experience As it is essential to the effective governance of the Group, and the Board’s oversight and challenge of management, the Board ensures that collectively and individually, the Board possess the necessary skills, knowledge, expertise and experience. The summary provides an overview of the skills and experiences held by the non-executive Directors on the Board. This is based on the current skills matrix, which is reviewed annually by the Nomination & Corporate Governance Committee to ensure that the Board has the skills and experience required to effectively discharge its duties and to support succession planning discussions. The skills and experiences of the newly appointed non-executive Directors are also included in the summary. ```mermaid pie title Skills and experience "Banking" : 11 "Finance" : 9 "Risk" : 9 "Customer" : 7 "Digital technology" : 4 "CSR/ESG" : 4 "Direct Asia market experience" : 6 "Global business experience" : 9 ``` --- # How we are governed We are committed to high standards of corporate governance. The Group has in place a comprehensive range of policies and procedures, which are reviewed on a regular basis, designed to help ensure that the Group’s end-to-end governance is well managed, with effective oversight and controls. ## Governance highlights 2024 - **Appointment of new Group CEO** (Read more on pages 22 and 259 to 262) - **Appointment of new Group CFO** (Read more on pages 22, and 259 to 262) - **Governance simplification** (Read more on pages 22 and 249) - **Oversight of organisational changes** (Read more on pages 22 to 23) - **Establishment of new Board Sustainability Working Group** (Read more on pages 23, 74 and 249) - **Establishment of Group Technology and Operations Committee** (Read more on pages 249 and 276 to 278) - **Active stakeholder engagement** (Read more on pages 20 to 23) - **Revised Directors’ Remuneration Policy** (Read more from page 279) ## Board and executive governance The Board, led by the Group Chairman, is responsible for, among other matters: - promoting the Group’s long-term success and delivering sustainable value to shareholders; - establishing and approving the Group’s strategy and objectives, and monitoring the alignment of the Group’s purpose, strategy and values with the desired culture and standards; - setting the Group’s risk appetite and monitoring the Group’s risk profile; - approving and monitoring capital and financial resource plans for achieving strategic objectives, including material transactions; - considering and approving the Group’s technology and environmental, social and governance strategies; - reviewing the effectiveness of stakeholder engagement mechanisms, including engagement with the workforce; - approving the appointment and remuneration of Directors, including Board roles; - reviewing the Group’s overall corporate governance arrangements; and - providing entrepreneurial leadership of the Group within a framework of prudent and effective controls, which enable risks to be assessed and managed. A schedule of matters reserved to the Board is set out within its terms of reference, which are available on our website at [www.hsbc.com/who-we-are/our-people/board-of-directors/board-responsibilities](http://www.hsbc.com/who-we-are/our-people/board-of-directors/board-responsibilities). The Board’s powers are subject to relevant laws, regulations and HSBC’s articles of association. The role of the independent non-executive Directors is to support the development of strategy, oversee risk, hold management to account and ensure the executive Directors are discharging their responsibilities properly, while creating the right culture to encourage constructive challenge. Further details on the independence of the Board can be found on page 321. Non-executive Directors also review the performance of management in meeting agreed goals and objectives. The Group Chairman meets with the non-executive Directors without the executive Directors in attendance after Board meetings and otherwise, as necessary. The roles of Group Chairman and Group CEO are held by two different individuals. There is a clear division of responsibilities between the leadership of the Board by the Group Chairman, and the executive responsibility for day-to-day management of HSBC’s business undertaken by the Group CEO. The majority of Board members are independent non-executive Directors. As at 31 December 2024, the Board comprised the Group Chairman, 11 non-executive Directors, and one executive Director who is the Group CEO. From 1 January 2025, the newly appointed Group CFO will be an executive Director. ## Operation of the Board The Board is ordinarily scheduled to meet nine times a year. In 2024, the Board held 10 meetings. For further details on attendance at those meetings, see page 246. The Board agenda is agreed by the Group Chairman, working with both the Group CEO and the Group Company Secretary. The Group Chief People & Governance Officer (who is also the duly appointed Group Company Secretary), the Group Chief Risk and Compliance Officer and the Group Chief Legal Officer were regular attendees at Board meetings during 2024. The non-executive Chairman of The Hongkong and Shanghai Banking Corporation Limited was also a regular attendee at Board meetings. The chief executive officers of the three global businesses often attended Board strategy discussions, and other senior executives attended Board meetings for specific items as and when requested by the Board. In addition, as agreed by the Board, the Board Oversight Sub-Group is called on an ad hoc basis where necessary. Such meetings are an informal mechanism for a smaller group of Board members and management to discuss emerging issues and upcoming Board matters. --- # Board roles, responsibilities and meeting attendance The table below sets out the Board members’ respective roles, responsibilities and attendance at Board meetings and the AGM in 2024. | Roles | Board attendance in 2024$^1$ | Responsibilities | | :--- | :--- | :--- | | **Group Chairman** | | | | Sir Mark E Tucker$^2,4$ | 11/11 | - Provides effective leadership of the Board and promotes the highest standards of corporate governance practices. - Leads the Board in providing strong strategic oversight and setting the Board’s agenda, culture and values. - Leads the Board in challenging management’s thinking and proposals, and fosters open and constructive debate among Directors. - Maintains internal and external relationships with key stakeholders, and communicates investors’ views to the Board. - Organises periodic monitoring and evaluation, including externally facilitated evaluation, of the performance of the Board, its committees and individual Directors. - Leads on succession planning for the Board and its committees, ensuring appointments reflect diverse cultures, skills and experiences. | | **Executive Director** | | | | **Group CEO** | | | | Sir Noel Quinn$^4,6$ | 7/7 | - Leads and directs the fulfilment of the Group’s purpose and strategy, in alignment with the desired culture and values as set by the Board. - Leads the senior executive committee with responsibility for the day-to-day leadership and management of the Group, in accordance with the authority delegated to him from the Board. - Maintains effective relationships with key internal and external stakeholders including the Group Chairman, the Board, customers, regulators, governments and investors. - Maintains accountability for the Group’s compliance with applicable laws, codes, rules and regulations, good market practice and HSBC’s own standards, value and policies. | | Georges Elhedery$^4,6,7$ | 4/4 | | | **Executive Director** | | | | **Group CFO** | | | | Georges Elhedery$^4,6,7$ | 7/7 | - Supports the Group CEO in developing and implementing the Group strategy, and recommends the annual budget and long-term strategic and financial resource plan. - Leads the Finance function and is responsible for effective financial and regulatory reporting, including the effectiveness of the processes and controls, to ensure the financial control framework is robust and fit for purpose. - Maintains relationships with key stakeholders including shareholders. | | Jonathan Bingham$^7$ | 4/4 | | | **Non-executive Director** | | | | **Senior Independent Director** | | | | David Nish$^3,4,5$ | 5/5 | - Supports the Group Chairman, acting as intermediary for non-executive Directors when necessary. - Leads the non-executive Directors in the oversight of the Group Chairman, supporting the clear division of responsibility between the Group Chairman and the Group CEO. - Listens to shareholders’ views if they have concerns that cannot be resolved through the normal channels. | | Ann Godbehere$^3,4,5$ | 11/11 | | | **Non-executive Directors** | | - Develop and approve the Group strategy. - Challenge and oversee the performance of management in achieving agreed corporate goals and objectives. - Approve the Group’s risk appetite and review risk profile and performance. - Contribute to the assessment and monitoring of culture. - Maintain internal and external relationships with the Group’s key stakeholders. | | Geraldine Buckingham$^3,4$ | 11/11 | | | Rachel Duan$^3,4,8$ | 10/11 | | | Dame Carolyn Fairbairn$^3,4$ | 11/11 | | | James Forese$^3,4$ | 11/11 | | | Steven Guggenheimer$^3,4$ | 11/11 | | | Dr José Antonio Meade Kuribreña$^3,4$ | 11/11 | | | Kalpana Morparia$^3,4$ | 11/11 | | | Eileen Murray$^3,4,8$ | 10/11 | | | Brendan Nelson$^3,4$ | 11/11 | | | Swee Lian Teo$^3,4$ | 11/11 | | | **Group Chief People & Governance Officer** | | | | (duly appointed Group Company Secretary) Aileen Taylor | — | - Maintains strong and consistent governance practices at Board level and throughout the Group. - Supports the Group Chairman in ensuring effective functioning of the Board and its committees, and transparent engagement between senior management and non-executive Directors. - Facilitates induction and professional development of non-executive Directors. - Advises and supports the Board and management in ensuring effective end-to-end governance and decision making across the Group. | 1 The total number of meetings comprises nine scheduled meetings, one ad hoc meeting and the AGM. 2 The non-executive Group Chairman was considered to be independent on appointment. 3 Independent non-executive Director. All of the non-executive Directors are considered to be independent. There are no relationships or circumstances that are likely to affect any individual non-executive Director’s objective judgement. All non-executive Directors have confirmed their independence during the year. 4 Attended the AGM on 3 May 2024. Kalpana Morparia attended virtually. 5 David Nish retired from the Board with effect from 3 May 2024 and was succeeded as the Board’s senior independent non-executive Director on that date by Ann Godbehere. 6 Sir Noel Quinn retired from the Board with effect from 2 September 2024 and was succeeded as Group CEO on that date by Georges Elhedery. 7 Georges Elhedery stepped down from his role as Group CFO with effect from 2 September 2024 and Jonathan Bingham was appointed interim Group CFO on that date. Jonathan Bingham was not appointed as an executive Director. From 1 January 2025, Pam Kaur was appointed as an executive Director and assumed the role of Group CFO. 8 Due to prior commitments, Eileen Murray was unable to attend the Board meeting in September 2024 and Rachel Duan was unable to attend the ad hoc Board meeting held in October 2024. --- # Relationship between the Board and senior management The Board delegates day-to-day management of the business and implementation of strategy to the Group CEO. During the year, the incumbent Group CEO was supported in his management of the Group by recommendations and advice from the Group Executive Committee (‘GEC’), an executive forum comprising members of senior management that included chief executive officers of the global businesses and regions, as well as functional heads. With effect from 1 January 2025, the Group CEO is supported in his role by the Group Operating Committee (‘Group OpCo’) in place of the GEC. The Group CEO reports to the Board on Group OpCo meetings' outcomes and other executive matters of note relevant for the Board. All Directors are encouraged to have contact with management at all levels and have full access to management information as may be required. Visits to local business operations and meetings with local management are arranged for the non-executive Directors, alongside the executive Directors, when they attend Board meetings in different locations, and when travelling for other reasons. Senior management often attend Directors’ engagements and receive updates from the workforce engagement non-executive Director, José Meade. ## Executive governance Throughout 2024, the GEC promoted the culture, as led and overseen by the Board, across the organisation by demonstrating the right tone from the top. The GEC modelled our values through their everyday behaviours, fostering a culture that delivered against our purpose of opening up a world of opportunity. At its meetings, the GEC dedicated time to reflect on how they had demonstrated our purpose and values in the day-to-day course of business. The GEC’s operating rhythm helped to facilitate end-to-end governance between senior leadership and the Board. The operating rhythm had the following three pillars: - regular check-in meetings to review and discuss current and emerging trends and issues; - a monthly meeting to review the performance of each of the global businesses in principal geographies and legal entities, supported by strategic key performance indicators; and - a strategy- and governance-focused meeting, held in advance of each Board meeting. From 1 January 2025 the GEC has been replaced by the Group Operating Committee (‘Group OpCo’), whose key focus has been establishing clear lines of accountability and enabling the Group to execute our strategy at pace. ## Subsidiary governance We are committed to maintaining high standards of corporate governance throughout the Group. All subsidiary boards and their respective businesses are required to have in place effective governance arrangements with regard to the businesses’ nature, size, location and the sectors in which they operate. ### The subsidiary accountability framework The subsidiary accountability framework aims to balance appropriate governance oversight by the Group with each subsidiary’s local legal and regulatory requirements. The framework supports the Group in promoting effective governance arrangements across its subsidiaries by: - setting out high-level principles to enhance communications and connectivity; and - ensuring a shared and consistent understanding of the Group’s strategic objectives, culture and values. The subsidiary accountability framework also focuses on ensuring that each subsidiary is led by an effective board with an appropriate balance of skills, diversity, experience and knowledge, having regard to the nature of the subsidiary’s business and local legal and regulatory requirements. ### The role of principal subsidiaries Certain subsidiaries are designated formally by the Board as principal subsidiaries. In addition to their obligations under their respective local laws and regulations, principal subsidiaries – supported by regional company secretaries – perform a critical role in ensuring effective and high standards of governance across the Group and in overseeing the implementation of the subsidiary accountability framework in the regions for which they are responsible. --- In 2024, the Chairman’s Forum covered topics such as strategic business considerations, geopolitical issues and economic outlook, shareholder engagements, Group-wide connectivity of non-executive Directors, key regulatory themes, employee engagement and financial performance. The principal subsidiaries are: | Principal subsidiary | Oversight responsibility | | :--- | :--- | | The Hongkong and Shanghai Banking Corporation Limited | Asia-Pacific | | HSBC Bank plc | Europe and Bermuda (excluding UK ring-fenced activities) | | HSBC UK Bank plc | UK ring-fenced bank and its subsidiaries | | HSBC Middle East Holdings BV | Middle East, North Africa and Türkiye | | HSBC North America Holdings Inc. | US | | HSBC Latin America Holdings (UK) Limited | Mexico and Latin America | ## Subsidiary director development The Group is dedicated to supporting the continuing professional development of its subsidiary directors. A global non-executive director update was held in September 2024, which was attended by subsidiary non-executive directors from across the Group. Updates were provided by the Group Chairman and Group CEO, along with presentations on net zero transition, digital acceleration, AI and geopolitics. The Bank Director Programme (launched in 2022), is designed to prepare HSBC executives and senior managers to assume roles as internal non-executive directors on our subsidiary boards. During 2024 we launched our inaugural Bank Chair Programme with a group of subsidiary board and committee chairs from across our regions. The programme represents a significant investment in subsidiary director development and is sponsored by the Group Chairman together with the Group Chief People & Governance Officer. --- # Board and Group executive committees and working groups The Board delegates oversight of certain audit, risk, remuneration, nomination, technology and governance matters to its committees, which are each chaired by a non-executive Director. Only the Group Chairman and the independent non-executive Directors are members of Board committees. The structure below sets out the current committees and working groups at the Board and Group Executive level as at 31 December 2024. ### Board (Chair: Sir Mark Tucker) - **Chairman’s Committee** (Chair: Sir Mark Tucker) - **Nomination & Corporate Governance Committee** (Chair: Sir Mark Tucker) - **Group Audit Committee** (Chair: Brendan Nelson) - **Group Risk Committee** (Chair: James Forese) - **Group Remuneration Committee** (Chair: Dame Carolyn Fairbairn) - **Group Technology and Operations Committee** (Chair: Eileen Murray) - **Informal Governance** - **Board Oversight Sub-Group** (Chair: Sir Mark Tucker) - **Sustainability Working Group** (Chair: Geraldine Buckingham) ### Group Executive Committee (Chair: Georges Elhedery) - **Acquisitions and Disposals Committee** (Chair: Georges Elhedery) - **Group Disclosure and Controls Committee** (Chair: Jonathan Bingham) - **Group People Committee** (Chair: Aileen Taylor) - **Group Risk Management Meeting** (Chair: Pam Kaur) - **Holdings Asset and Liabilities Committee** (Chair: Jonathan Bingham) - **Change Prioritisation and Oversight Committee** (Chair: Jonathan Bingham) - **Environmental, Social and Governance Committee** (Co-Chairs: Jonathan Bingham and Celine Herweijer) --- # Board induction and training The Board recognises the importance of induction and training for its Directors. The Group Chief People & Governance Officer works with the Group Chairman to ensure that, on appointment, new Directors are provided with tailored and comprehensive induction programmes appropriate to their individual experiences and needs. Prior to his appointment as Group CEO becoming effective, Georges Elhedery received relevant training and legal advice from a firm of solicitors on 15 August 2024. Prior to her appointment as Group CFO, Pam Kaur received relevant training and legal advice from a firm of solicitors on 11 December 2024. ### Directors’ induction and ongoing development in 2024 | Director | Induction | Strategy and business briefings$^2$ | Risk and control$^3$ | Corporate governance, ESG and other reporting matters$^4$ | Board global mandatory training$^5$ | | :--- | :---: | :---: | :---: | :---: | :---: | | Geraldine Buckingham | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | Rachel Duan | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | Georges Elhedery$^1$ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | Dame Carolyn Fairbairn | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | James Forese | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | Ann Godbehere | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | Steven Guggenheimer | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | José Antonio Meade Kuribreña | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | Kalpana Morparia | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | Eileen Murray | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | Brendan Nelson | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | Swee Lian Teo | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | Sir Mark Tucker | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ Matter considered ⬥ Matter not considered --- # Board matters considered During 2024, the Board remained focused on HSBC’s strategic direction and delivery, and overseeing Group performance. ### Board matters considered in 2024 | Main topic | Sub-topic | Jan | Feb | Mar | May | Jun | Jul | Sep | Oct | Nov | Dec | | :--- | :--- | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | | Strategy | Group strategy | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | | Regional strategy/global business strategy | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | | Environmental, social and governance strategies | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | Business and financial performance | Region/global business | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | | Financial performance | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | Financial | Results and accounts$^1$ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | | Dividends | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | | Group financial resource planning | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | Risk | Risk update | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | | Risk appetite | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | | Capital and liquidity adequacy | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | Regulatory | Regulatory and legal matters$^2$ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | | Regulatory matters with regulators in attendance$^3$ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | External | External insights$^4$ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | Technology | Strategic and operational | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | People and culture | Purpose, values and engagement | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | Governance | Policies, terms of reference and delegations of authority | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | | Board/committee effectiveness | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | | Appointments and conflicts of interest | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | | Stakeholder/workforce engagement | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | | | AGM and resolutions | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | ⬥ | --- # Nomination & Corporate Governance Committee **Sir Mark E Tucker** Chair, Nomination & Corporate Governance Committee "We have full confidence in Georges and the new senior leadership team. They have the skills, experience and track record necessary to deliver the next exciting phase of the Group’s development and growth." ## Key responsibilities The Committee’s key responsibilities include: - overseeing succession planning and leading the process for identifying and nominating candidates for appointment to the Board and its committees; - overseeing succession planning and development of senior leadership; - overseeing and monitoring the corporate governance framework of the Company and its subsidiaries; and - ensuring that the corporate governance framework is consistent with relevant standards and best practices. --- # Group Audit Committee **Brendan Nelson** Chair, Group Audit Committee "Given changes in the external operating environment and as a result of the reorganisation of the Group, the Group Audit Committee will play an important role in monitoring the impact on the control environment during this period of change." ## Key responsibilities The Committee’s key responsibilities include: - monitoring and assessing the integrity of the financial statements, formal announcements and regulatory information in relation to the Group’s financial performance, as well as significant accounting judgements; - reviewing the effectiveness of internal controls; - reviewing management’s arrangements for compliance with prudential regulatory financial reporting; - reviewing the annual financial resource plan, including annual budget, capital expenditure and business plans; - reviewing and monitoring the relationship with the external auditor and overseeing its appointment, remuneration and independence; - overseeing the Group’s policies, procedures and arrangements for capturing and responding to whistleblower concerns and ensuring they are operating effectively; and - overseeing the work of Global Internal Audit and monitoring and assessing the effectiveness, performance, resourcing, independence and standing of the function. --- # Group Risk Committee **James Forese** Chair, Group Risk Committee "Managing the impacts of political change and policy volatility has been a key trend this year, with changes in governments globally, having economic and commercial implications for both the Group and the industry." ## Key responsibilities The Group Risk Committee (’GRC’) has overall non-executive responsibility for the oversight of risk-related matters and the risks impacting the Group. The GRC’s key responsibilities include: - overseeing and advising the Board on all risk-related matters, including financial and non-financial risks; - advising the Board on risk appetite-related matters, and key regulatory submissions; - reviewing the effectiveness of the Group’s risk management framework and how effectively management is embedding and maintaining an effective risk management control system; - reviewing and challenging the Group’s stress testing exercises; and - overseeing the Group’s approach to conduct, fairness and the prevention of financial crime. --- # Group Technology and Operations Committee **Eileen Murray** Chair, Group Technology and Operations Committee "The Committee oversees all aspects of the Group’s technology and operations strategies, which enable the efficient provision of resilient, sustainable, and innovative products and services to our customers." ## Key responsibilities The GTOC has overall responsibility for the oversight of HSBC’s technology and operations strategies and alignment with the overall HSBC Group strategy, including global business and global function priorities. The GTOC’s key responsibilities include: - reviewing, challenging, and making recommendations to the Board on technology strategy and related matters; - overseeing HSBC’s data strategy and framework; - overseeing HSBC’s cybersecurity strategy and framework; and - overseeing HSBC’s global operations, including payments, procurement, corporate real estate and operational resilience. --- # Directors’ remuneration report **Dame Carolyn Fairbairn** Chair, Group Remuneration Committee "Our new remuneration policy will support the delivery of our strategy and materially strengthen the alignment between performance, pay and shareholder interests." ## Key responsibilities The Committee’s key responsibilities include: - making recommendations to the Board, for approval by shareholders, on the Group’s remuneration policy; - setting the overarching principles, parameters and governance framework of the Group’s remuneration policy; - approving the remuneration of executive Directors and other senior Group employees; and - regularly reviewing the effectiveness of the remuneration policy of the Group and its subsidiaries in the context of strategy, culture, conduct and effective risk management. --- # Statement of compliance HSBC is subject to corporate governance requirements in both the UK and Hong Kong. During 2024, HSBC complied with the provisions and requirements of both the UK and Hong Kong Corporate Governance Codes. Under the Hong Kong Corporate Governance Code, the audit committee should be responsible for the oversight of all risk management and internal control systems. During 2024, the Board approved changes to the scope of the Group Audit Committee’s responsibilities in relation to internal controls to extend these to cover oversight of the effectiveness of all internal controls. HSBC’s Group Risk Committee retains oversight of internal controls relating to risk management and risk management systems and provides input to the Group Audit Committee on these. HSBC Holdings has codified obligations for transactions in Group securities in accordance with the requirements of the UK Market Abuse Regulation and the rules governing the listing of securities on HKEx. The Group has been granted certain waivers by HKEx from strict compliance with the rules that take into account accepted practices in the UK, particularly in respect of employee share plans. During the year, all Directors were reminded of their obligations in respect of transacting in HSBC Group securities. Following specific enquiry all Directors have confirmed that they have complied with their obligations. The Group Audit Committee has reviewed and provided assurance to support the HSBC Holdings Board’s approval and publication of the Annual Report and Accounts 2024. On behalf of the Board **Sir Mark E Tucker** Group Chairman HSBC Holdings plc Registered number 617987 19 February 2025 --- # Directors’ responsibility statement The Directors are responsible for preparing the Annual Report and Accounts 2024, the Directors’ remuneration report and the financial statements in accordance with applicable law and regulations. Each of the Directors, whose names and functions are listed in the ‘Report of the Directors: Corporate governance report’ on pages 237 to 241 of the Annual Report and Accounts 2024, confirms that, to the best of their knowledge: - the Group financial statements, which have been prepared in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006, international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and IFRS Accounting Standards, give a true and fair view of the assets, liabilities, financial position, and profit or loss of the Group; and - the management report represented by the Report of the Directors includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces. The Group Audit Committee has responsibility, delegated to it from the Board, for overseeing all matters relating to external financial reporting. The Group Audit Committee report on page 263 sets out how the Group Audit Committee discharges its responsibilities. ## Disclosure of information to auditors In accordance with section 418 of the Companies Act 2006, the Directors’ report includes a statement, in the case of each Director in office as at the date the Report of the Directors is approved, that: - so far as the Director is aware, there is no relevant audit information of which the Company’s auditors are unaware; and - they have taken all the steps they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. On behalf of the Board **Sir Mark E Tucker** Group Chairman HSBC Holdings plc Registered number 617987 19 February 2025