a7183p
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the
month of February 2021
HSBC Holdings plc
42nd
Floor, 8 Canada Square, London E14 5HQ, England
(Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F).
Form
20-F X Form 40-F
(Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934).
Yes
No X
(If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
).
19 February 2021
HSBC HOLDINGS PLC
CHANGES TO BOARD AND COMMITTEE COMPOSITION
HSBC Holdings plc (the 'Company') has today announced the
appointment of Dame Carolyn Fairbairn (60) as an Independent
non-executive Director of the Company. The appointment will take
effect from 1 September 2021. She will also be appointed as a
member of the Group Remuneration Committee, Group Risk Committee
and the Nomination & Corporate Governance
Committee.
Dame Carolyn is a highly regarded business leader with a deep
understanding of the macro economic and political environment. She
has strong experience in media, government and finance. In addition
to her most recent role as the Director-General of the
Confederation of British Industry, which she held from 2015 to
2020, she has extensive FTSE board experience, including as
non-executive Director of Lloyds Banking Group plc, The Vitec Group
plc, and Capita plc. She has also previously served as a
non-executive Director of the UK Competition and Markets Authority
and the Financial Services Authority.
Dame Carolyn holds a BA in Economics from Cambridge University, an
MA in International Relations from the University of Pennsylvania
and an MBA with distinction from INSEAD.
Commenting on the appointment, HSBC's Group Chairman, Mark Tucker,
said:
"Carolyn has had an exceptional career across numerous industries,
both as an executive and non-executive. With the CBI, she
demonstrated her ability to navigate and influence various
stakeholder groups. This will be of great value to the Board in the
increasingly uncertain environment we operate in
today.
We look forward to her joining the Board later in the year and the
insights and fresh perspectives she will bring to our Board
discussions."
The Directors have determined that Dame Carolyn is independent. In
making that determination, the Directors have concluded that there
are no other relationships or circumstances which are likely to
affect her judgement and that any relationships or circumstances
which could appear to do so were not considered to be
material.
For and on behalf of
HSBC Holdings plc
Aileen Taylor
Group Company Secretary and Chief Governance Officer
Media enquiries to:
Heidi Ashley
+44 (0) 20 7992
2045
heidi.ashley@hsbc.com
Supplementary Information:
As an Independent non-executive Director, Dame Carolyn will not
have a service contract with the Company and will be paid total
fees of £244,000 per annum pursuant to the Directors'
remuneration policy approved by shareholders at the 2019 Annual
General Meeting (AGM). The total per annum fees consist of:
£127,000 for her role as Independent non-executive Director,
£40,000 as a member of the Group Remuneration Committee,
£40,000 as a member of the Group Risk Committee, £33,000
as a member of the Nomination & Corporate Governance Committee
and a £4,000 Travel Allowance.
Dame Carolyn's appointment as a Director of the Company is subject
to election by shareholders at the 2022 AGM and annual re-election
thereafter. Her initial three-year term will run from her initial
election, if successful, until the 2025 AGM.
On 11 February 2021, it was announced that Dame Carolyn would be
appointed non-executive Director of BAE Systems plc (London Stock
Exchange), with effect from 1 March 2021.
Save as disclosed above, Dame Carolyn has not held any
directorships in any other publicly listed companies, whether in
London, Hong Kong or overseas, during the previous five years. She
does not have any relationship with any directors, senior
management, substantial or controlling shareholders of the Company.
She does not have any interests in the shares of the Company within
the meaning of Part XV of the Securities and Futures
Ordinance.
There are no matters relating to the appointment of Dame Carolyn
that need to be disclosed pursuant to Listing Rule 9.6.13(2) to (6)
of the Listing Rules of the Financial Conduct Authority. Save as
disclosed above there is no other information required to be
disclosed pursuant to Rule 13.51(2) of the Rules Governing the
Listing of Securities on the Stock Exchange of the Hong Kong
Limited.
Notes to Editors:
1. Professional qualifications of Dame Carolyn
INSEAD: MBA with Distinction, University of Pennsylvania: MA
International Relations and University of Cambridge: BA Economic
Double First Class Honours.
2. The Board of Directors of HSBC Holdings plc as at the date of
this announcement is:
Mark Tucker*, Noel Quinn, Laura Cha†, Henri de
Castries†, James Anthony Forese†, Steven
Guggenheimer†, Irene Lee†, José Antonio Meade
Kuribreña†, Heidi Miller†, Eileen K Murray†,
David Nish†, Ewen Stevenson, Jackson Tai† and Pauline
van der Meer Mohr†.
* Non-executive Group Chairman
† Independent non-executive Director
3. The HSBC Group
HSBC Holdings plc, the parent company of the HSBC Group, is
headquartered in London. HSBC serves customers worldwide from
offices in 64 countries and territories in our geographical
regions: Europe, Asia, North America, Latin America, and Middle
East and North Africa. With assets of US$2,956bn at 30 September
2020, HSBC is one of the world's largest banking and financial
services organisations.
ends/all
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
HSBC
Holdings plc
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By:
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Name:
Aileen Taylor
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Title:
Group Company Secretary and Chief Governance Officer
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Date:
19 February
2021
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