REG - HSBC Holdings PLC - Overseas Regulatory Announcement - Grant of Awards
28/02/2024 11:00
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RNS Number : 7802E HSBC Holdings PLC 28 February 2024
The following is the text of an announcement released to the Stock Exchange of
Hong Kong Limited on 28 February 2024 pursuant to rules 17.06A, 17.06B and
17.06C of the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited:
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.
28 February 2024
(Hong Kong Stock Code: 5)
HSBC HOLDINGS PLC
GRANT OF CONDITIONAL AWARDS
This announcement is made pursuant to Rules 17.06A, 17.06B and 17.06C of the
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited.
On 26 February 2024, HSBC Holdings plc (the "Company") granted conditional
awards ("Awards") to directors, employees and former employees to subscribe
for a total of 77,681,008 ordinary shares of US$0.50 each of the Company
("Shares") under the HSBC Share Plan 2011 (the "Plan").
The following are the details of the grants:
Grants to Directors:
Name of grantee Noel Quinn
Relationship between the grantee and the Company Director of the Company
Number of shares under Awards 1,143,808
Closing market price of the ordinary shares on the London Stock Exchange on GBP 5.957
the date of grant
Purchase price of Awards granted GBP 0
Vesting period of the Awards As disclosed in the Directors Remuneration Report in the Annual Report and
Accounts 2023, two awards have been granted to Noel Quinn:
50% of the 2023 annual incentive award is delivered in immediately vested
shares subject to a retention period of 12 months.
The 2024-2026 Long Term Incentive ("LTI") award will, subject to the
performance outcome, vest in five equal annual instalments starting from the
third anniversary of the grant date. Upon each vesting, a 12-month retention
period applies.
The Company views it as appropriate for the annual incentive award to vest
immediately and not to be subject to a vesting period for two reasons:
1) The annual incentive is a non-deferred portion of the Directors
remuneration, which must be partly delivered in shares to comply with UK
regulation.
2) The annual incentive share award is subject to a retention period of 12
months, during which time the Directors cannot sell the shares.
Performance Targets and Clawback The immediately vested shares are not subject to forward looking performance
conditions as they form part of the annual incentive for which performance is
measured over the preceding performance year.
The LTI award is subject to the following performance conditions as detailed
in the Directors Remuneration Report in the Annual Report and Accounts 2023:
Measure Weighting
Return on Tangible Equity ("RoTE") with Common Equity Tier 1 ("CET1") underpin 37.5%
Transition to net zero 25%
Relative Total Shareholder Return ("TSR") 37.5%
Clawback applies to the Plan Awards in line with the Company's regulatory
obligations as set out in the Company's internal clawback policy.
Arrangements for the Company or a subsidiary to provide financial assistance None
to the grantees
Name of grantee Georges Elhedery
Relationship between the grantee and the Company Director of the Company
Number of shares under Awards 676,929
Closing market price of the ordinary shares on the London Stock Exchange on GBP 5.957
the date of grant
Purchase price of Awards granted GBP 0
Vesting period of the Awards As disclosed in the Directors Remuneration Report in the Annual Report and
Accounts 2023, two awards have been granted to Georges Elhedery:
50% of the 2023 annual incentive award is delivered in immediately vested
shares subject to a retention period of 12 months.
The 2024-2026 LTI award will, subject to the performance outcome, vest in five
equal annual instalments starting from the third anniversary of the grant
date. Upon each vesting, a 12-month retention period applies.
The Company views it as appropriate for the annual incentive award to vest
immediately and not to be subject to a vesting period for two reasons:
1) The annual incentive is a non-deferred portion of the Directors
remuneration, which must be partly delivered in shares to comply with UK
regulation.
2) The annual incentive share award is subject to a retention period of 12
months, during which time the Directors cannot sell the shares.
Performance Targets and Clawback The immediately vested shares are not subject to forward looking performance
conditions as they form part of the annual incentive for which performance is
measured over the preceding performance year.
The LTI award is subject to the following performance conditions as detailed
in the Directors Remuneration Report in the Annual Report and Accounts 2023:
Measure Weighting
RoTE with CET1 underpin 37.5%
Transition to net zero 25%
Relative TSR 37.5%
Clawback applies to the Plan Awards in line with the Company's regulatory
obligations as set out in the Company's internal clawback policy.
Arrangements for the Company or a subsidiary to provide financial assistance None
to the grantees
Clawback applies to the Plan Awards in line with the Company's regulatory
obligations as set out in the Company's internal clawback policy.
Arrangements for the Company or a subsidiary to provide financial assistance
to the grantees
None
Name of grantee
Georges Elhedery
Relationship between the grantee and the Company
Director of the Company
Number of shares under Awards
676,929
Closing market price of the ordinary shares on the London Stock Exchange on
the date of grant
GBP 5.957
Purchase price of Awards granted
GBP 0
Vesting period of the Awards
As disclosed in the Directors Remuneration Report in the Annual Report and
Accounts 2023, two awards have been granted to Georges Elhedery:
50% of the 2023 annual incentive award is delivered in immediately vested
shares subject to a retention period of 12 months.
The 2024-2026 LTI award will, subject to the performance outcome, vest in five
equal annual instalments starting from the third anniversary of the grant
date. Upon each vesting, a 12-month retention period applies.
The Company views it as appropriate for the annual incentive award to vest
immediately and not to be subject to a vesting period for two reasons:
1) The annual incentive is a non-deferred portion of the Directors
remuneration, which must be partly delivered in shares to comply with UK
regulation.
2) The annual incentive share award is subject to a retention period of 12
months, during which time the Directors cannot sell the shares.
Performance Targets and Clawback
The immediately vested shares are not subject to forward looking performance
conditions as they form part of the annual incentive for which performance is
measured over the preceding performance year.
The LTI award is subject to the following performance conditions as detailed
in the Directors Remuneration Report in the Annual Report and Accounts 2023:
Measure Weighting
RoTE with CET1 underpin 37.5%
Transition to net zero 25%
Relative TSR 37.5%
Clawback applies to the Plan Awards in line with the Company's regulatory
obligations as set out in the Company's internal clawback policy.
Arrangements for the Company or a subsidiary to provide financial assistance
to the grantees
None
Grants to other grantees:
Category of grantee Employees and former employees
Number of shares under Awards 75,860,271
Closing market price of the ordinary shares on the London Stock Exchange on GBP 5.957
the date of grant
Purchase price of Awards granted GBP 0
Vesting period of the Awards Under the HSBC Group-wide deferral policy, vesting occurs over a three year
period with 33% vesting on the first and second anniversaries of grant and 34%
on the third anniversary.
Group and local Material Risk Takers may be subject to longer vesting periods
of up to seven years, as required under the relevant remuneration regulations.
Awards may be subject to a six- or 12-month retention period following
vesting.
Immediately vested share awards may be subject to a six- or 12-month retention
period following vesting.
The Company views it as appropriate for the immediately vested share awards to
vest immediately and not to be subject to a vesting period for two reasons:
1) The immediately vested share award is a non-deferred portion of the
Material Risk Takers remuneration, which must be partly delivered in shares to
comply with UK regulation; each employee will also be granted a deferred share
award for which the vesting schedule is noted above.
2) The immediately vested share award is subject to a retention period of
six- or 12-months, during which time the shares cannot be sold.
The vesting period for retention awards will align to the completion of the
relevant project for which the Award was granted.
Performance Targets and Clawback The Group Executive Committee additionally participate in the 2024-2026 LTI.
The LTI award is subject to the following performance conditions as detailed
in the Directors Remuneration Report in the Annual Report and Accounts 2023:
Measure Weighting
RoTE with CET1 underpin 37.5%
Transition to net zero 25%
Relative TSR 37.5%
Certain other awards are subject to the completion of a strategically
important project.
No performance targets apply to any other Plan Awards on the basis that the
Awards are a form of deferred bonus to meet regulatory requirements in the UK.
Performance targets instead attach to the initial award of the Variable Pay.
Clawback applies to the Plan Awards in line with the Company's regulatory
obligations as set out in the Company's internal clawback policy.
Arrangements for the Company or a subsidiary to provide financial assistance None
to the grantees
Number of shares available for future grant under the plan mandate The Plan is subject to two limits on the number of Shares committed to be
issued under all Plan Awards:
1. 10% of the ordinary share capital of the Company in issue immediately
before that day, less the number of Shares which have been issued, or may be
issued, to satisfy Awards under the Plan, or options or awards under any other
employee share plan operated by the Company granted in the previous 10 years.
The number of Shares available to issue under this limit is 1,061,313,466.
2. 5% of the ordinary share capital of the Company in issue immediately
before that day, less the number of Shares which have been issued, or may be
issued, to satisfy Awards under the Plan. The number of Shares available to
issue under this limit is 319,988,548.
Certain other awards are subject to the completion of a strategically
important project.
No performance targets apply to any other Plan Awards on the basis that the
Awards are a form of deferred bonus to meet regulatory requirements in the UK.
Performance targets instead attach to the initial award of the Variable Pay.
Clawback applies to the Plan Awards in line with the Company's regulatory
obligations as set out in the Company's internal clawback policy.
Arrangements for the Company or a subsidiary to provide financial assistance
to the grantees
None
Number of shares available for future grant under the plan mandate
The Plan is subject to two limits on the number of Shares committed to be
issued under all Plan Awards:
1. 10% of the ordinary share capital of the Company in issue immediately
before that day, less the number of Shares which have been issued, or may be
issued, to satisfy Awards under the Plan, or options or awards under any other
employee share plan operated by the Company granted in the previous 10 years.
The number of Shares available to issue under this limit is 1,061,313,466.
2. 5% of the ordinary share capital of the Company in issue immediately
before that day, less the number of Shares which have been issued, or may be
issued, to satisfy Awards under the Plan. The number of Shares available to
issue under this limit is 319,988,548.
For and on behalf of
HSBC Holdings plc
Aileen Taylor
Group Company Secretary and Chief Governance Officer
The Board of Directors of HSBC Holdings plc as at the date of this
announcement comprises:
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(†), David Thomas
Nish(†) and Swee Lian Teo(†).
* Non-executive Group Chairman
† Independent non-executive Director
HSBC Holdings plc
Registered Office and Group Head Office:
8 Canada Square, London E14 5HQ, United Kingdom Web: www.hsbc.com
(http://www.hsbc.com/)
Incorporated in England with limited liability. Registered in England: number
617987
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