TIDMHSBA
RNS Number : 6309Y
HSBC Holdings PLC
05 May 2023
5 May 2023
(Hong Kong Stock Code: 5)
HSBC Holdings plc
Poll results of 2023 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 7, 10 and 13 were passed as ordinary
resolutions and resolutions 8, 9, 11, 12, 14 and 15 were passed as
special resolutions.
In line with the Board's recommendation, the
shareholder-requisitioned resolutions 16, 17 and 18 failed.
The table below shows the votes cast on each resolution.
The Board notes that over 20% of votes cast were against the
Board's recommendations in respect of resolutions 2, 3(l), 6, 7, 14
and 15.
In this context, it should be noted that the largest
shareholder, Ping An, voted against the Board's recommendations on
these resolutions and a number of others. Ping An's votes account
for approximately 18-19% of all votes cast at the AGM based on a
turnout of around 50%. This turnout is consistent with prior
years.
The Board is pleased that a large majority of shareholders
voting at the AGM supported HSBC's strategy. The Board and the
management team remain focused on executing the strategy and
continuing to deliver shareholder value, as demonstrated by the
Group's recent Q1 results.
The Board will continue to engage with shareholders in respect
of resolutions 2, 3(l), 6, 7, 14 and 15 to ensure their views are
understood. In accordance with provision 4 of the UK Corporate
Governance Code, the Board will provide an update on this
engagement within 6 months of the AGM, as well as a final summary
in the Company's 2023 Annual Report.
Mark Tucker, HSBC Group Chairman, said, "I'm delighted that the
large majority of HSBC's shareholders have voted overwhelmingly to
support the bank's strategy and draw a line under the debate on the
structure of the bank. The Board, HSBC colleagues and our
shareholders can now move forward with the shared objective of
focusing on our customers, driving stronger performance, and
creating more value for our investors."
Votes cast on each resolution
VOTES % OF VOTES % OF VOTES % OF VOTES
FOR VOTES AGAINST VOTES TOTAL ISC WITHHELD
CAST CAST VOTED*
1. To receive the
Annual Report and
Accounts 2022 10,233,064,011 99.75 26,084,776 0.25 10,259,148,787 51.35% 120,976,684
--------------- ------- -------------- ------- --------------- ---------- ------------
2. To approve the
Directors'
Remuneration
Report 8,251,001,243 79.75 2,094,952,768 20.25 10,345,954,011 51.78% 32,990,533
--------------- ------- -------------- ------- --------------- ---------- ------------
3. (a) To elect
Geraldine Buckingham
as a Director 10,322,621,950 99.77 23,841,406 0.23 10,346,463,356 51.79% 33,811,091
--------------- ------- -------------- ------- --------------- ---------- ------------
3. (b) To elect
Georges Elhedery
as a Director 10,317,243,440 99.71 29,645,546 0.29 10,346,888,986 51.79% 33,085,717
--------------- ------- -------------- ------- --------------- ---------- ------------
3. (c) To elect
Kalpana Morparia
as a Director 10,068,760,143 97.57 251,199,068 2.43 10,319,959,211 51.65% 60,207,803
--------------- ------- -------------- ------- --------------- ---------- ------------
3. (d) To re-elect
Rachel Duan as
a Director 10,296,244,867 99.51 50,482,196 0.49 10,346,727,063 51.79% 33,441,275
--------------- ------- -------------- ------- --------------- ---------- ------------
3. (e) To re-elect
Dame Carolyn Fairbairn
as a Director 10,243,188,642 99.00 103,135,679 1.00 10,346,324,321 51.79% 33,805,851
--------------- ------- -------------- ------- --------------- ---------- ------------
3. (f) To re-elect
James Forese as
a Director 10,320,308,024 99.75 25,924,066 0.25 10,346,232,090 51.79% 33,723,999
--------------- ------- -------------- ------- --------------- ---------- ------------
3. (g) To re-elect
Steven Guggenheimer
as a Director 10,295,627,028 99.51 50,646,471 0.49 10,346,273,499 51.79% 33,716,654
--------------- ------- -------------- ------- --------------- ---------- ------------
3. (h) To re-elect
Dr José Antonio
Meade Kuribreña
as a Director 10,323,137,881 99.78 23,268,007 0.22 10,346,405,888 51.79% 33,495,971
--------------- ------- -------------- ------- --------------- ---------- ------------
3. (i) To re-elect
Eileen Murray as
a Director 10,296,576,893 99.52 49,837,914 0.48 10,346,414,807 51.79% 33,438,124
--------------- ------- -------------- ------- --------------- ---------- ------------
3. (j) To re-elect
David Nish as a
Director 10,312,988,379 99.68 33,291,993 0.32 10,346,280,372 51.79% 33,378,033
--------------- ------- -------------- ------- --------------- ---------- ------------
3. (k) To re-elect
Noel Quinn as a
Director 8,353,076,156 80.72 1,995,697,166 19.28 10,348,773,322 51.80% 31,016,338
--------------- ------- -------------- ------- --------------- ---------- ------------
3. (l) To re-elect
Mark E Tucker as
a Director 8,254,853,196 79.77 2,093,442,464 20.23 10,348,295,660 51.80% 31,202,120
--------------- ------- -------------- ------- --------------- ---------- ------------
4. To re-appoint
PricewaterhouseCoopers
LLP as Auditor
of the Company 10,260,407,546 99.11 91,855,105 0.89 10,352,262,651 51.82% 27,591,360
--------------- ------- -------------- ------- --------------- ---------- ------------
5. To authorise
the Group Audit
Committee to determine
the remuneration
of the Auditor 10,325,937,070 99.76 24,936,324 0.24 10,350,873,394 51.81% 29,054,393
--------------- ------- -------------- ------- --------------- ---------- ------------
6. To authorise
the Company to
make political
donations 8,213,557,645 79.96 2,058,994,772 20.04 10,272,552,417 51.42% 107,281,878
--------------- ------- -------------- ------- --------------- ---------- ------------
7. To authorise
the Directors to
allot shares 8,097,079,990 78.23 2,252,699,705 21.77 10,349,779,695 51.80% 30,073,594
--------------- ------- -------------- ------- --------------- ---------- ------------
8. To disapply
pre-emption rights
(special resolution) 8,431,876,147 81.52 1,910,866,604 18.48 10,342,742,751 51.77% 36,906,366
--------------- ------- -------------- ------- --------------- ---------- ------------
9. To further disapply
pre-emption rights
for acquisitions
(special resolution) 8,333,746,174 80.57 2,009,297,269 19.43 10,343,043,443 51.77% 36,635,153
--------------- ------- -------------- ------- --------------- ---------- ------------
10. To authorise
the Directors to
allot any repurchased
shares 8,310,408,680 80.31 2,037,526,674 19.69 10,347,935,354 51.79% 31,741,719
--------------- ------- -------------- ------- --------------- ---------- ------------
11. To authorise
the Company to
purchase its own
ordinary shares
(special resolution) 10,246,142,306 98.99 104,600,696 1.01 10,350,743,002 51.81% 28,948,464
--------------- ------- -------------- ------- --------------- ---------- ------------
12. To approve
the form of share
repurchase contract
(special resolution) 10,250,057,120 99.06 96,964,488 0.94 10,347,021,608 51.79% 32,555,084
--------------- ------- -------------- ------- --------------- ---------- ------------
13. To authorise
the Directors to
allot equity
securities
in relation to
Contingent Convertible
Securities 8,357,283,619 80.78 1,987,978,980 19.22 10,345,262,599 51.78% 34,354,644
--------------- ------- -------------- ------- --------------- ---------- ------------
14. To disapply
pre-emption rights
in relation to
the issue of
Contingent
Convertible Securities
(special resolution) 8,244,663,916 79.71 2,098,793,894 20.29 10,343,457,810 51.77% 36,022,719
--------------- ------- -------------- ------- --------------- ---------- ------------
15. To call general
meetings (other
than an AGM) on
14 clear days'
notice (special
resolution) 7,937,949,564 76.70 2,411,828,197 23.30 10,349,777,761 51.80% 29,210,963
--------------- ------- -------------- ------- --------------- ---------- ------------
16. Shareholder
requisitioned
resolution:
Midland Bank defined
benefit pension
scheme (special
resolution) 328,614,188 3.19 9,988,150,427 96.81 10,316,764,615 51.64% 62,957,322
--------------- ------- -------------- ------- --------------- ---------- ------------
17. Shareholder
requisitioned
resolution:
Strategy Review
(special resolution) 2,045,731,221 19.78 8,298,913,938 80.22 10,344,645,159 51.78% 40,277,868
--------------- ------- -------------- ------- --------------- ---------- ------------
18. Shareholder
requisitioned
resolution:
Dividend Policy
(special resolution) 1,984,613,026 19.20 8,354,492,685 80.80 10,339,105,711 51.75% 45,924,209
--------------- ------- -------------- ------- --------------- ---------- ------------
* based on total issued share capital (the "ISC") (excluding 325,273,407 ordinary
shares held in treasury) as at 12.01am (London time) on Thursday 4 May 2023.
2. Changes to Board and Committee Composition
Jackson Tai 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 2023 and is not entitled to any payments
for loss of office.
The following changes to the Committee structure took effect
from the conclusion of the AGM:
-- Jackson Tai stepped down from the Committees of which he was
a member following his retirement from the Board;
-- James Forese succeeded Jackson Tai as Chair of the Group Risk Committee;
-- James Forese also stepped down as a member of the Group
Remuneration Committee and was appointed as a member of the Group
Audit Committee; and
-- Eileen Murray was appointed as a member of the Group Remuneration Committee.
Accordingly, at the conclusion of the 2023 AGM, the composition
of the principal Board Committees will be as follows:
Group Audit Committee Group Risk Committee Group Remuneration Nomination & Corporate
Committee Governance Committee
David Nish (Chair) James Forese (Chair) Dame Carolyn Fairbairn Mark Tucker (Chair)
Rachel Duan Geraldine Buckingham (Chair) Geraldine Buckingham
James Forese Dame Carolyn Fairbairn Geraldine Buckingham Rachel Duan
Eileen Murray Steven Guggenheimer Rachel Duan Dame Carolyn Fairbairn
Kalpana Morparia Dr José Antonio James Forese
David Nish Meade Kuribreña Steven Guggenheimer
Eileen Murray Dr José Antonio
Meade Kuribreña
Kalpana Morparia
Eileen Murray
David Nish
------------------------ ----------------------- ------------------------
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 .
-- As at 12.01am (London time) on Thursday 4 May 2023, 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
19,978,794,575, which excludes 325,273,407 ordinary shares held 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.
-- 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 at the time of this announcement, the following are Directors
of the Company: Mark Tucker(*) , Noel Quinn , Geraldine Buckingham
, Rachel Duan , Georges Elhedery, Carolyn Julie Fairbairn , James
Anthony Forese , Steven Guggenheimer , José Antonio Meade Kuribreña
, Kalpana Morparia , Eileen K Murray and David Nish .
* 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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