Board committees
The Board has established five committees: Audit, Risk, Remuneration, Nomination & Corporate Governance and Technology. These committees support the Board to discharge its responsibilities under the law, regulation, and corporate governance best practice.
Each committee operates under its own terms of reference which are subject to periodic review. All members of the Board committees are independent non-executive Directors and have an experienced Chair who reports to the Board on the activities of the committee at each Board meeting.
Below you can find further details on the membership and responsibilities of each committee.
Members: Brendan Nelson (Chair), Rachel Duan, Jamie Forese, Ann Godbehere, Eileen Murray and David Nish.
All members of the Committee are independent non-executive Directors.
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;
Members: Jamie Forese (Chair), Geraldine Buckingham, Dame Carolyn Fairbairn, Steven Guggenheimer, Kalpana Morparia, Brendan Nelson, David Nish and Swee Lian Teo.
All members of the Committee are independent non-executive Directors.
The Group Risk Committee (GRC) has non-executive responsibility 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 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;
- Oversight of matters relating to HSBC’s technology and cyber security control environment; and
- Advising the Group Remuneration Committee on the alignment of remuneration with risk appetite.
Members: Dame Carolyn Fairbairn (Chair), Geraldine Buckingham, Rachel Duan, Ann Godbehere, José Meade and Eileen Murray.
All members of the Committee are independent non-executive Directors.
The Group Remuneration Committee has non-executive responsibility for:
- Making recommendations to the Board, for approval by shareholders, on the remuneration policy of the Company;
- Setting the over-arching principles, parameters and governance framework of the Group’s remuneration policy;
- Approving the remuneration of executive Directors and other senior Group employees;
- Regularly reviewing 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.
Members: Mark E Tucker (Chair), José Meade, David Nish, Jamie Forese, Steven Guggenheimer, Eileen Murray, Rachel Duan, Dame Carolyn Fairbairn, Geraldine Buckingham, Kalpana Morparia, Ann Godbehere, Brendan Nelson and Swee Lian Teo.
All members of the Committee are independent non-executive Directors.
The Nomination & Corporate Governance 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 and its Committees;
- Considering and approving appointments to the boards of directors of HSBC principal subsidiaries;
- Giving full consideration to succession planning for Board members and other senior executives;
- Overseeing and monitoring the corporate governance framework of the Company and its subsidiaries and making recommendations to the Board to ensure that the framework is consistent with best corporate governance standards and practices.
Members: Eileen Murray (Chair), Steven Guggenheimer, Kalpana Morparia, Brendan Nelson and Swee Lian Teo.
All members of the Committee are independent non-executive Directors.
The Group Technology Committee (GTC) has non-executive responsibility for:
- Oversight of the planning and execution of HSBC's technology strategy and its alignment with HSBC's broader strategy, and of the major technology transformation programmes;
- Oversight of significant technology investments and the adequacy of resources required to execute the strategy, including leadership and capability;
- Monitoring of Technology performance and progress against objectives;
- Oversight of technology innovation initiatives, and associated opportunities and risks, including areas such as artificial intelligence and digital assets;
- Oversight of the technical aspects of the Group's data strategy and framework, including technical strategy and implementation of data architecture and execution.
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