REG - HSBC Holdings PLC - AGM poll results + changes Board+Ctte composition

HSBC HoldingsAnnouncement

03/05/2024 15:30

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RNS Number : 2366N  HSBC Holdings PLC  03 May 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this document, make no
representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon
the whole or any part of the contents of this document.

 

 

 

3 May 2024

(Hong Kong Stock Code: 5)

 

HSBC Holdings plc

 

Poll results of 2024 Annual General Meeting

and

Changes to Board and Committee Composition

1.       Poll Results

Following its Annual General Meeting ("AGM") held today, HSBC Holdings plc
(the "Company") announces the results of the poll vote for each of the
resolutions set out in the Notice of AGM.

Resolutions 1 to 8, 11 and 14 were passed as ordinary resolutions and
resolutions 9, 10, 12, 13, 15 and 16 were passed as special resolutions.

In line with the Board's recommendation, the shareholder-requisitioned
resolution 17 failed.

The table below shows the votes cast on each resolution.

Votes cast on each resolution

 

                                                                                 VOTES          % OF VOTES CAST  VOTES          % OF VOTES CAST  VOTES          % OF ISC VOTED*  VOTES

FOR
AGAINST
TOTAL

WITHHELD

 1.             To receive the Annual Report and Accounts 2023                   9,741,319,445  99.93            6,767,029      0.07             9,748,086,474  51.77%           100,873,573
 2.             To approve the Directors' Remuneration Report                    9,581,517,143  97.36            259,382,421    2.64             9,840,899,564  52.26%           7,973,872
 3. To approve the Group Remuneration Committee to set appropriate variable to   9,760,585,369  99.31            67,898,883     0.69             9,828,484,252  52.20%           20,437,945
 fixed pay ratio(s) for Material Risk Takers
 4.      (a) To elect Ann Godbehere as a Director                                9,687,771,177  98.45            152,873,611    1.55             9,840,644,788  52.26%           8,415,620
 4.      (b) To elect Brendan Nelson as a Director                               9,821,653,543  99.81            18,936,258     0.19             9,840,589,801  52.26%           8,302,700
 4.      (c) To elect Swee Lian Teo as a Director                                9,809,510,007  99.68            31,338,269     0.32             9,840,848,276  52.26%           8,016,262
 4.      (d) To re-elect Geraldine Buckingham as a Director                      9,832,049,099  99.91            8,502,572      0.09             9,840,551,671  52.26%           8,517,751
 4.      (e) To re-elect Rachel Duan as a Director                               9,395,190,515  95.48            444,826,118    4.52             9,840,016,633  52.26%           9,072,542
 4.(f) To re-elect Georges Elhedery as a Director                                9,823,014,454  99.82            17,416,986     0.18             9,840,431,440  52.26%           8,401,023
 4.(g) To re-elect Dame Carolyn Fairbairn as a Director                          9,756,050,296  99.14            85,038,170     0.86             9,841,088,466  52.26%           7,902,654
 4.(h)        To re-elect James Forese as a Director                             9,827,616,016  99.87            12,831,272     0.13             9,840,447,288  52.26%           8,151,741
 4.(i) To re-elect Steven Guggenheimer as a Director                             9,831,681,274  99.91            8,695,836      0.09             9,840,377,110  52.26%           8,282,598
 4.(j) To re-elect Dr José Antonio Meade Kuribreña as a Director                 9,831,854,285  99.91            8,777,135      0.09             9,840,631,420  52.26%           8,009,178
 4.(k)        To re-elect Kalpana Morparia as a Director                         9,652,342,019  98.09            188,022,388    1.91             9,840,364,407  52.26%           8,291,315
 4.(l) To re-elect Eileen Murray as a Director                                   9,827,293,352  99.86            13,568,927     0.14             9,840,862,279  52.26%           7,945,100
 4.(m)      To re-elect Noel Quinn as a Director                                 8,260,232,223  83.93            1,581,627,848  16.07            9,841,860,071  52.27%           6,777,473
 4.(n)        To re-elect Mark E Tucker as a Director                            9,747,226,321  99.78            21,393,480     0.22             9,768,619,801  51.88%           79,930,485
 5.    To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company        9,759,140,766  99.16            82,315,626     0.84             9,841,456,392  52.27%           7,283,794
 6.    To authorise the Group Audit Committee to determine the remuneration      9,792,403,776  99.52            47,251,634     0.48             9,839,655,410  52.26%           9,070,401
 of the Auditor
 7.    To authorise the Company to make political donations                      9,539,500,838  96.92            303,369,110    3.08             9,842,869,948  52.27%           5,880,769
 8.    To authorise the Directors to allot shares                                9,375,707,477  95.27            465,294,361    4.73             9,841,001,838  52.26%           7,735,029
 9.    To disapply pre-emption rights (special resolution)                       9,683,256,486  98.48            149,112,024    1.52             9,832,368,510  52.22%           16,388,540
 10.  To further disapply pre-emption rights for acquisitions (special           9,587,613,317  97.51            245,058,326    2.49             9,832,671,643  52.22%           16,100,318
 resolution)
 11.  To authorise the Directors to allot any repurchased shares                 9,689,731,431  98.46            151,367,069    1.54             9,841,098,500  52.26%           7,620,906
 12.  To authorise the Company to purchase its own ordinary shares (special      9,760,977,217  99.19            79,680,593     0.81             9,840,657,810  52.26%           8,100,902
 resolution)
 13. To approve the form of share repurchase contract (special resolution)       9,759,212,545  99.19            79,819,699     0.81             9,839,032,244  52.25%           9,226,836
 14.  To authorise the Directors to allot equity securities in relation to       9,663,229,772  98.21            176,349,475    1.79             9,839,579,247  52.26%           8,713,329
 Contingent Convertible Securities
 15.  To disapply pre-emption rights in relation to the issue of Contingent      9,643,510,656  98.02            194,981,843    1.98             9,838,492,499  52.25%           9,832,455
 Convertible Securities (special resolution)
 16. To call general meetings (other than an AGM) on 14 clear days' notice       9,382,670,214  95.36            456,844,839    4.64             9,839,515,053  52.26%           8,715,643
 (special resolution)
 17.  Shareholder requisitioned resolution: Midland Clawback Campaign (special   412,724,404    4.21             9,387,160,155  95.79            9,799,884,559  52.05%           48,501,845
 resolution)
 * based on total issued share capital (the "ISC") as at 12.01am (London time)
 on Thursday 2 May 2024. The Company held no ordinary shares in treasury.

2.        Changes to Board and Committee Composition

David Nish retired from the Board at the conclusion of the AGM. For the
purposes of section 430(2B) of the Companies Act 2006, he will receive his
pro-rata entitlement to non-executive director fees for the month of May 2024
and is not entitled to any payments for loss of office.

The following changes to the Board and Committee composition took effect from
the conclusion of the AGM:

·    David Nish stepped down from the Committees of which he was a member
following his retirement from the Board; and

·    Ann Godbehere succeeded David Nish as Senior independent
non-executive Director.

Accordingly, at the conclusion of the 2024 AGM, the composition of the
principal Board Committees will be as follows:

 Group Audit Committee   Group Risk Committee     Group Remuneration Committee        Nomination & Corporate Governance Committee      Group Technology Committee
 Brendan Nelson (Chair)  James Forese (Chair)     Dame Carolyn Fairbairn (Chair)      Mark Tucker (Chair)                              Eileen Murray (Chair)

 Rachel Duan             Geraldine Buckingham     Geraldine Buckingham                Geraldine Buckingham                             Steven Guggenheimer

 James Forese            Dame Carolyn Fairbairn   Rachel Duan                         Rachel Duan                                      Kalpana Morparia

 Ann Godbehere           Steven Guggenheimer      Ann Godbehere                       Dame Carolyn Fairbairn                           Brendan Nelson

 Eileen Murray           Kalpana Morparia         Dr José Antonio Meade Kuribreña     James Forese                                     Swee Lian Teo

                         Brendan Nelson           Eileen Murray                       Ann Godbehere

                         Swee Lian Teo                                                Steven Guggenheimer

                                                                                      Dr José Antonio Meade Kuribreña

                                                                                      Kalpana Morparia

                                                                                      Eileen Murray

                                                                                      Brendan Nelson

                                                                                      Swee Lian Teo

 

3.         Other

·    Computershare Investor Services PLC, the Company's Share Registrar,
acted as scrutineer of the poll on all resolutions.

·    A copy of the resolutions passed at the AGM (other than resolutions
concerning ordinary business) has been submitted to the UK Financial Conduct
Authority for publication, and will shortly be available for inspection via
the National Storage Mechanism which is located at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

·    As at 12.01am (London time) on Thursday 2 May 2024, the total number
of issued ordinary shares of US$0.50 each entitling the holders to attend and
vote on all the resolutions at the AGM was 18,829,384,795. The Company held no
ordinary shares in treasury. A 'vote withheld' is not a vote in law and is
therefore not counted in the calculation of the proportion of the votes 'for'
and 'against' a resolution.

·    In accordance with Rule 13.39(5A) of the Hong Kong Listing Rules all
Directors attended the AGM. Kalpana Morparia attended the meeting virtually.

·    In accordance with Rule 13.40 of the Hong Kong Listing Rules there
were no shares entitling the holder to attend and abstain from voting in
favour of any of the resolutions. No shareholder was required under the Hong
Kong Listing Rules to abstain from voting. As stated in the Notice of AGM for
2024, HSBC colleagues who are Material Risk Takers did not vote on resolution
3 due to their interest in the subject matter.

 

As at the time of this announcement, the following are Directors of the
Company: Mark Edward Tucker(*), Noel Paul Quinn, Geraldine Joyce
Buckingham(†), Rachel Duan(†), Georges Bahjat Elhedery, Dame Carolyn Julie
Fairbairn(†), James Anthony Forese(†), Ann Frances Godbehere(†), Steven
Craig Guggenheimer(†), Dr José Antonio Meade Kuribreña(†), Kalpana
Jaisingh Morparia(†), Eileen K Murray(†), Brendan Robert Nelson(†) and
Swee Lian Teo(†).

 

 

* Non-executive Group Chairman

(†) Independent non-executive Director

 

For and on behalf of

HSBC Holdings plc

 

Aileen Taylor

Group Company Secretary and Chief Governance Officer

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