HSBC Holdings PLC Withdrawal of AGM Resolution (8019I)
April 20 2022 - 12:01PM
UK Regulatory
TIDMHSBA
RNS Number : 8019I
HSBC Holdings PLC
20 April 2022
20 April 2022
HSBC HOLDINGS PLC
WITHDRAWAL OF AGM RESOLUTION
The Board of HSBC Holdings plc ("HSBC" or the "Company") today
announces that it has decided to withdraw Resolution 17(b) from the
agenda of the Annual General Meeting ("AGM") of the Company's
shareholders to be held at 11.00am London time (6.00pm Hong Kong
time) on Friday, 29 April 2022.
Resolution 17(b) proposed an amendment to the Articles of
Association (the "Articles") of the Company, to include a dispute
resolution clause in the form of the proposed new Article 171,
which would require certain disputes involving shareholders of the
Company and the Company, and/or its current or former directors,
officers or employees (including, in summary, disputes under the
Articles, derivative claims brought by shareholders on behalf of
the Company and claims for breach of a fiduciary or other duty owed
to the Company or its shareholders) to be brought in the courts of
England and Wales or Hong Kong.
The Board strongly supported the inclusion of Article 171, as
the Board considers these courts to be the most appropriate fora
for adjudicating these types of claims, due to their experience of
dealing with English law principles, as well as companies
incorporated in England and Wales.
In advance of proposing the new Article 171, HSBC considered
carefully relevant shareholder voting guidelines and also consulted
with relevant investor bodies. However, since publication of the
Notice of AGM on 25 March 2022, certain leading proxy advisory
firms have expressed concerns regarding the proposed amendment.
In light of these concerns the Board has decided to withdraw
Resolution 17(b) from the agenda of the AGM. The Board will
consider further engagement with shareholders on this matter in the
future.
The withdrawal of Resolution 17(b) does not affect the validity
of the Notice of AGM, the proposed adoption of the new Articles of
Association of the Company pursuant to Resolution 17(a), the proxy
form or any proxy votes already submitted in respect of the
remaining resolutions to be proposed at the AGM. The numbering of
all other proposed resolutions at the AGM remains unchanged.
Arrangements for the AGM are unchanged from those previously
notified.
For and on behalf of
HSBC Holdings plc
Aileen Taylor
Group Company Secretary and Chief Governance Officer
Investor enquiries to:
Richard O'Connor +44 (0) 20 7991 6590 investorrelations@hsbc.com
Media enquiries to:
Heidi Ashley +44 (0) 20 7992 2045 heidi.ashley@hsbc.com
Notes to editors:
1. The Board of Directors of HSBC Holdings plc as at the date of
this announcement is:
Mark Tucker*, Noel Quinn, Rachel Duan , Carolyn Julie Fairbairn
, James Anthony Forese , Steven Guggenheimer , Irene Lee , José
Antonio Meade Kuribreña , Eileen K Murray , David Nish , Ewen
Stevenson, Jackson Tai and Pauline van der Meer Mohr .
* Non-executive Group Chairman
Independent non-executive Director
2. The HSBC Group
HSBC Holdings plc, the parent company of the HSBC Group, is
headquartered in London. The HSBC Group serves customers worldwide
from offices in 64 countries and territories in its geographical
regions: Europe, Asia, North America, Latin America, and Middle
East and North Africa. With assets of US$2,958bn at 31 December
2021, HSBC is one of the world's largest banking and financial
services organisations.
ends/all
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END
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