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Group Management Board

The Group Management Board (GMB) meets frequently and exercises the powers, authorities and discretions of the Board in so far as they concern the management and day-to-day running of HSBC Holdings.

The GMB is a key element of our management reporting and control structure such that all of our line operations are accountable either to a member of the GMB or directly to the Group Chief Executive, who in turn reports to the Group Chairman. The Board has set objectives and measures for the GMB. These align senior executives' objectives and measures with the strategy and operating plans throughout HSBC. The members of the GMB are Stuart Gulliver (Chairman), Iain Mackay and Marc Moses who are executive Directors, and Ann Almeida, Samir Assaf, Peter Boyles, Simon Cooper, John Flint, Pam Kaur (non-voting), Alan Keir, Stuart Levey, Antonio Losada, Sean O’Sullivan and Peter Wong, all of whom are Group Managing Directors.

Group Audit Committee

The Group Audit Committee (GAC) has non-executive responsibility for oversight of and advice to the Board on matters relating to financial reporting and for non-executive oversight of internal controls over financial reporting. The members of the GAC are Jonathan Symonds (Chairman), Phillip Ameen, Kathleen Casey and Rachel Lomax. 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 and for non-executive oversight of risk management and internal controls (other than over financial reporting). 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 FSVC 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. The members of the FSVC are Lord Evans of Weardale (Chairman), Kathleen Casey, Rona Fairhead and Sir Simon Robertson, all of whom are non-executive Directors, and Nick Fishwick, Dave Hartnett, Bill Hughes, 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. As part of its role, it considers the terms of annual incentive 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 our risk profile and in doing so takes into account the pay and conditions across the Group. No Directors are involved in deciding their own remuneration. The members of the Group Remuneration Committee are Sir Simon Robertson (Chairman), Sam Laidlaw and John Lipsky.

Nomination Committee

The Nomination Committee leads the process for Board appointments, and identifies and nominates candidates, for approval by the Board, with the support of external consultants as appropriate, and satisfies itself that appropriate plans are in place for orderly succession to the Board reflecting an appropriate balance of skills and experience on the Board.

Before recommending an appointment to the Board, the Committee evaluates the balance of skills, knowledge and experience of the Board and, in light of this, and taking into account the needs of the Group's businesses, 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 us. Prospective Directors are asked to identify any significant other commitments and confirm they have sufficient time to discharge what is expected of them. The members of the Nomination Committee are Sir Simon Robertson (Chairman), Laura Cha, Rona Fairhead, Sam Laidlaw and John Lipsky, all of whom are independent non-executive Directors.

Conduct & Values Committee

The Conduct & Values Committee, established by resolution of the Board in January 2014, will focus on ensuring that in the conduct of its business, HSBC 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 HSBC operates and treats other stakeholders fairly. The Committee has non-executive responsibility for, and advises the Board on, HSBC policies, procedures and standards to ensure that the Group conducts business responsibly and consistently adheres to HSBC Values. The members of the Conduct & Values Committee are Rachel Lomax (Chairman), Laura Cha, Lord Evans of Weardale, Heidi Miller and Jonathan Symonds.

Philanthropic & Community Investment Oversight Committee

The Philanthropic & Community Investment Oversight Committee, established by resolution of the Board in December 2014, will be accountable to the Board and shall have non-executive responsibility for the oversight of HSBC’s philanthropic and community investment activities in support of the Group’s corporate sustainability objectives. The members of the Philanthropic & Community Investment Oversight Committee are Laura Cha (Chairman) and Lord Evans of Weardale, who are non-executive Directors, and Sir Malcolm Grant, Ruth Kelly and Stephen Moss, who are co-opted non-director members.

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Board of Directors terms of reference

List of directors and their role and function