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Group Audit Committee

The Group Audit Committee (GAC) has non-executive responsibility for monitoring the integrity of financial statements; overseeing the internal controls systems relating to financial reporting; monitoring and reviewing the effectiveness of the Global Internal Audit function; reviewing the Company’s financial and accounting policies and practices; oversight and remuneration of the external auditor and making recommendations to the Board on the appointment of the external auditor; and reviewing with management steps for recovery and resolution planning. The members of the GAC are Jonathan Symonds (Chairman), Phillip Ameen, Kathleen Casey and David Nish. All members of the Committee are independent non-executive Directors.

Group Risk Committee

The Group Risk Committee (GRC) is responsible for advising the Board on high-level risk-related matters and risk governance, including current and forward looking risk exposures, future risk strategy and management of risk within the Group; advising the Board on risk appetite and risk tolerance; reviewing the effectiveness of the Group’s risk management systems framework and internal control systems (other than internal financial control systems which is the responsibility of the GAC); monitoring executive control and management of risk including top and emerging risks; and advising the Group Remuneration Committee on the alignment of remuneration with risk appetite. The members of the GRC are Joachim Faber (Chairman), John Lipsky, Rachel Lomax and Heidi Miller, all of whom are independent non-executive Directors.

Financial System Vulnerabilities Committee

The Financial System Vulnerabilities Committee (FSVC) has non-executive responsibility for governance, oversight and policy guidance over HSBC's framework of controls and procedures designed to identify areas where HSBC and the financial system more broadly may become exposed to financial crime or system abuse. The Committee will oversee matters relating to anti-money laundering, sanctions, terrorist financing and proliferation financing, including the establishment, implementation, maintenance and review of adequate policies and procedures sufficient to ensure the continuing obligations to regulatory and law enforcement agencies are met and oversight of implementation of the actions necessary to build assurance in these areas. It also provides advice as applicable on the implementation of the Global Standards programme; oversight of matters relating to HSBC’s information security environment and cyber security framework; and provides a forward-looking perspective to the Board on financial crime risk. It will also assume responsibility for oversight of controls relating to anti-bribery and corruption. The members of the FSVC are Lord Evans of Weardale (Chairman) and Kathleen Casey, both of whom are non-executive Directors, and Nick Fishwick, Dave Hartnett, Bill Hughes, Nehchal Sandhu, Leonard Schrank and Juan Zarate, all of whom are co-opted non-director members.

Group Remuneration Committee

The Group Remuneration Committee is responsible for approving remuneration policy. It sets the over-arching principles, parameters and governance framework of the Group’s remuneration policy and the remuneration of executive Directors and other senior Group employees. The Committee regularly reviews the effectiveness of the remuneration policy of the Company and its subsidiaries in the context of consistent and effective risk management. No Directors are involved in deciding their own remuneration. The members of the Group Remuneration Committee are Sam Laidlaw (Chairman), John Lipsky, Pauline van der Meer Mohr and Paul Walsh.

Nomination Committee

The Nomination Committee has non-executive responsibility for leading the process for Board appointments and for identifying and nominating, for approval by the Board, candidates for appointment to the Board. The Committee is responsible for succession planning for both executive and non-executive directors and membership of Board committees. The Committee regularly reviews the structure, size and composition of the Board including the balance of skills, knowledge, experience and diversity. The members of the Nomination Committee are Sam Laidlaw (Chairman), Laura Cha, John Lipsky, Rachel Lomax, Pauline van der Meer Mohr and Paul Walsh all of whom are independent non-executive Directors.

Conduct & Values Committee

The Conduct & Values Committee is responsible for policies, procedures and standards to ensure that the Group conducts business responsibly and consistently adheres to HSBC Values. It aims to align its work to HSBC’s purpose of connecting customers to opportunities, enabling businesses to thrive and economies to prosper, and ultimately helping people to fulfil their hopes and realise their ambitions. It is also responsible for ensuring that in the conduct of its business, the Group treats customers fairly and openly, does business with the right clients and in the right way, is a responsible employer, acts responsibly towards the communities in which it operates and treats other stakeholders fairly. The Committee oversees the promotion and embedding by management of HSBC Values and its required global conduct outcomes. It also provides inputs, as appropriate, to the Group Remuneration Committee on the alignment of remuneration with conduct. In 2016, the Committee will relinquish responsibility for oversight of controls relating to anti-bribery and corruption. The Financial System Vulnerabilities Committee will assume that responsibility. The members of the Conduct & Values Committee are Rachel Lomax (Chairman), Laura Cha, Lord Evans of Weardale, Jonathan Symonds and Pauline van der Meer Mohr.

Philanthropic & Community Investment Oversight Committee

The Philanthropic & Community Investment Oversight Committee (PCIOC) oversees philanthropic and community investment initiatives, including both monetary donations and employee volunteering activities. The members of the PCIOC are Laura Cha (Chairman) and Lord Evans of Weardale, who are non-executive Directors, and Sir Malcolm Grant, Lord Janvrin and Stephen Moss, who are co-opted non-director members.

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Board of Directors terms of reference

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