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 frequently 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 Board has set objectives and measures for the Group Management Board. These align senior executives' objectives and measures with the strategy and operating plans throughout HSBC. The members of the Group Management Board are S T Gulliver (Chairman), A A Flockhart and I J Mackay, who are executive Directors, and A Almeida, E Alonso, S Assaf, R E T Bennett, A M Keir, M M Moses, S P O'Sullivan, B Robertson, P A Thurston and P T S Wong, all of whom are Group Managing Directors.
Group Audit Committee
The Group Audit Committee meets regularly with HSBC’s senior financial, credit and risk, 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, compliance and risk management. The members of the Group Audit Committee are J D Coombe (Chairman), M K T Cheung, R A Fairhead and J R Lomax. All members of the Committee are independent non-executive Directors.
Remuneration Committee
The Remuneration Committee meets regularly to consider human resource issues relating to terms and conditions of employment, remuneration and retirement benefits. Within the authority delegated by the Board, the Committee is responsible for approving the remuneration policy of HSBC and in doing so takes into account the pay and conditions across the Group. This includes the terms of bonus plans, share plans, other long-term incentive plans and the individual remuneration packages of executive Directors and other senior Group employees, including all in positions of significant influence and those having an impact on HSBC's risk profile. No Directors are involved in deciding their own remuneration. The members of the Remuneration Committee are J L Thornton (Chairman), J D Coombe, W S H Laidlaw and G Morgan.
Nomination Committee
The Nomination Committee is responsible for leading the process for Board appointments and for identifying and nominating, for approval by 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. In accordance with the Articles of Association all Directors are subject to election by shareholders at the Annual General Meeting following their appointment by the Board and to re-election at least every three years. The members of the Nomination Committee are D J Flint (Chairman), R A Fairhead, J W J Hughes-Hallett, Sir Simon Robertson and Sir Brian Williamson. Other than D J Flint all members are independent non-executive directors.
Corporate Sustainability Committee
The Corporate Sustainability Committee is responsible for advising The HSBC Board, committees of the Board and executive management on corporate sustainability policies, including environmental, social and ethical issues. At an operational level, implementation of these policies is managed primarily by Group Human Resources, Group Risk, Group Compliance and Group Corporate Sustainability. The members of the Committee are N R N Murthy (Chairman), a non-executive Director, L M L Cha, a non-executive Director, G V I Davis, Lord May and Dame Mary Marsh, who are non-director members of the Committee.
Group Risk Committee
The Committee has discussed the risk management recommendations of the Walker Review. Following the Committee's recommendation of appropriate terms of reference, a separate Group Risk Committee was established by the Board on 6 February 2010. The members of the Group Risk Committee are R A Fairhead (Chairman), J D Coombe, J W J Hughes-Hallett and J R Lomax, all of whom are independent non-executive Directors.
