Board committees

The Board has appointed a number of committees consisting of certain Directors, Group Managing Directors and, in the case of the Corporate Sustainability Committee, certain co-opted non-director members. The following are the principal committees:

Group Management Board
The Group Management Board meets regularly and operates as a general management committee under the direct authority of the Board. The objective of the Group Management Board is to maintain a reporting and control structure whereby all of the line operations of HSBC are accountable to individual members of the Group Management Board who report to the Group Chief Executive who in turn reports to the Group Chairman. The members of the Group Management Board are M F Geoghegan (Chairman) and D J Flint, both of whom are executive Directors, and C C R Bannister, V H C Cheng, C-H Filippi, A A Flockhart, S T Gulliver, D H Hodgkinson, D D J John and Y A Nasr, all of whom are Group Managing Directors.

Group Audit Committee
The Group Audit Committee meets regularly with HSBC’s senior financial, internal audit, legal and compliance management and the external auditor to consider HSBC Holdings’ financial reporting, the nature and scope of audit reviews and the effectiveness of the systems of internal control and compliance. The members of the Group Audit Committee throughout 2006 were Sir Brian Moffat (Chairman), R K F Ch’ien, J D Coombe, and R A Fairhead. J W J Hughes-Hallett was been appointed a member of the Committee with effect on 1 June 2006.  Sir John Kemp-Welch ceased to be a member of the committee on 26 May 2006. All members of the Committee are independent non-executive Directors. From the conclusion of the Annual General Meeting held in 2007, Sir Brian Moffat will cease to be Chairman and a member of the Committee. R A Fairhead will become Chairman and S W Newton will become a member of the Committee.

Remuneration Committee
The Remuneration Committee meets regularly to consider human resource issues, particularly terms and conditions of employment, remuneration, retirement benefits, the development of high potential employees and key succession planning. The members of the Remuneration Committee throughout 2006 were Sir Mark Moody-Stuart (Chairman), W K L Fung, S Hintze and J D Coombe. From the conclusion of the Annual General Meeting held in 2007 W K L Fung and S Hintze will retire as members of the Committee and G Morgan will become a member of the Committee.

Nomination Committee
The Nomination Committee is responsible for leading the process for Board appointments and for identifying and nominating, for approval of the Board, candidates for appointment to the Board. Before recommending an appointment to the Board the Committee evaluates the balance of skills, knowledge and experience on the Board and, in the light of this, identifies the role and capabilities required for a particular appointment. Candidates are considered on merit against these criteria. Care is taken to ensure that appointees have enough time to devote to HSBC. Prospective Directors are asked to identify any significant other commitments and confirm they have sufficient time to discharge what is expected of them. All Directors are subject to election by shareholders at the Annual General Meeting following their appointment and to re-election at least every three years. The members of the Nomination Committee throughout 2006 were Sir Brian Moffat (Chairman), Lord Butler, Baroness Dunn and Sir Brian Williamson. From the conclusion of the Annual General Meeting held in 2007 Sir Brian Williamson will become Chairman of the Committee in succession to Sir Brian Moffat. Lord Butler will cease to be a member of the committee and J W J Hughes-Hallett and S M Robertson will become members of the Committee.

Corporate Sustainability Committee
The Corporate Sustainability Committee is responsible for overseeing corporate responsibility and sustainability policies, principally environmental, social and ethical matters and for advising the Board, committees of the Board and executive management on such matters. The terms of reference of the Committee are available on the downloads section on the top right of this page. The members of the Committee throughout 2006 were Lord Butler (Chairman), W K L Fung, S Hintze, each of whom is an independent non-executive Director, and G V I Davis, E M Diggory and Lord May, who are non-Director members of the Committee.