AGM poll results + changes Board+Ctte composition

HSBC Holdings PLC
03 May 2024
 

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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
FOR

% OF VOTES CAST

VOTES
AGAINST

% OF VOTES CAST

VOTES
TOTAL

% OF ISC VOTED*

 

VOTES
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 fixed pay ratio(s) for Material Risk Takers

9,760,585,369

99.31

67,898,883

0.69

9,828,484,252

52.20%

20,437,945

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 of the Auditor

9,792,403,776

99.52

47,251,634

0.48

9,839,655,410

52.26%

9,070,401

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 resolution)

9,587,613,317

97.51

245,058,326

2.49

9,832,671,643

52.22%

16,100,318

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 resolution)

9,760,977,217

99.19

79,680,593

0.81

9,840,657,810

52.26%

8,100,902

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 Contingent Convertible Securities

9,663,229,772

98.21

176,349,475

1.79

9,839,579,247

52.26%

8,713,329

15.  To disapply pre-emption rights in relation to the issue of Contingent Convertible Securities (special resolution)

9,643,510,656

98.02

194,981,843

1.98

9,838,492,499

52.25%

9,832,455

16. To call general meetings (other than an AGM) on 14 clear days' notice (special resolution)

9,382,670,214

95.36

456,844,839

4.64

9,839,515,053

52.26%

8,715,643

17.  Shareholder requisitioned resolution: Midland Clawback Campaign (special resolution)

412,724,404

4.21

9,387,160,155

95.79

9,799,884,559

52.05%

48,501,845

* 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)

Rachel Duan

James Forese

Ann Godbehere

Eileen Murray

James Forese (Chair)

Geraldine Buckingham

Dame Carolyn Fairbairn

Steven Guggenheimer

Kalpana Morparia

Brendan Nelson

Swee Lian Teo

 

Dame Carolyn Fairbairn (Chair)

Geraldine Buckingham

Rachel Duan

Ann Godbehere

Dr José Antonio Meade Kuribreña

Eileen Murray

Mark Tucker (Chair)

Geraldine Buckingham

Rachel Duan

Dame Carolyn Fairbairn

James Forese

Ann Godbehere

Steven Guggenheimer

Dr José Antonio Meade Kuribreña

Kalpana Morparia

Eileen Murray

Brendan Nelson

Swee Lian Teo

Eileen Murray (Chair)

Steven Guggenheimer

Kalpana Morparia

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.

·    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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