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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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