Our Board: Promoting Your Interests

Vincent Cheng, GBS, OBE John Coombe† Boardf o Directors Age 61 Age4 6 Stephen Green Chairman of HSBC Bank (China) Company Limited Non-executive chairman of Hogg Robinson Group Chairman and, since 21 January 2010, of HSBC Bank (Taiwan) Group plc. A non-executive Director since 2005. Age 61 Limited. An executive Director since February 2008. A member of the Group Audit Committee, the An executive Director since 1998; Group Chief Joined HSBC in 1978. Appointed a Group General Remuneration Committee and, since 26 February Executive from 2003 to 2006. Joined HSBC in Manager in 1995 and a Group Managing Director in 2010, the Group Risk Committee. A non-executive 1982. Chairman of the Nomination Committee 2005. A director of HSBC Bank (Vietnam) Limited. director of Home Retail Group plc. A trustee of since 26 February 2010. Chairman of HSBC Bank An independent non-executive director of Great the Royal Academy Trust. Former appointments plc. A director of HSBC North America Holdings Eagle Holdings Limited and, since 10 July 2009, include: executive director and Chief Financial Inc. and The Hongkong and Shanghai Banking of MTR Corporation Limited. Vice chairman of Officer of GlaxoSmithKline plc; a non-executive Corporation Limited. Chairman and a director the China Banking Association. A member of the director of GUS plc; a member of the Supervisory of HSBC Private Banking Holdings (Suisse) SA National Committee of the 11th Chinese People’s Board of Siemens AG; Chairman of The Hundred until 25 February 2010. Ceased to be a director Political Consultative Conference (’CPPCC’), and Group of Finance Directors and a member of the of HSBC France on 16 February 2010. Chairman a senior adviser to the 11th Beijing Municipal Accounting Standards Board. Committee of the CPPCC. Chairman and a of The British Bankers’ Association and, since 30 Mr Coombe brings to the Board a background in director of The Hongkong and Shanghai Banking April 2009, a non-executive Director of BASF SE. international business, financial accounting and Corporation Limited until 1 February 2010 and of the pharmaceutical industry. As Chief Financial Mr Green is a career banker having joined The HSBC Global Asset Management (Hong Kong) Officer of GlaxoSmithKline he had responsibility Hongkong and Shanghai Banking Corporation Limited until 4 February 2010. A director of HSBC for the Group’s financial operations globally. He is Limited in 1982 with responsibility for corporate Bank Australia Limited and a member of the a Fellow of the Institute of Chartered Accountants planning activities. He was Group Treasurer, with Exchange Fund Advisory Committee of the Hong in England and Wales. responsibility for HSBC’s treasury and capital Kong Monetary Authority until 1 February 2010. markets businesses globally from 1992 to 1998, A non-executive director of Swire Pacific Limited José Luis Durán† and executive Director, Corporate, Investment from 2005 to 2008. Awarded the Gold Bauhinia Age5 4 Banking and Markets, from 1998 to 2003, when Star by the Hong Kong Government in 2005. he was appointed Group Chief Executive. He Chief Executive Officer of Devanlay SA since Mr Cheng is a career banker with extensive has worked in Hong Kong, New York, the Middle 1 July 2009. A non-executive Director since international business experience particularly East and London and has extensive international January 2008. A non-executive director of France in Asia. Mr Cheng is Vice President of the Hong experience and knowledge of the HSBC Group. Telecom. Senior adviser for the Boston Consulting Kong Institute of Bankers and was Chairman Group during the first half of 2009. Chief Executive of the Process Review Panel for the Securities Michael Geoghegan, CBE of Carrefour SA until December 2008. Former and Futures Commission and of the Standing Group Chief Executive appointments at Carrefour SA include: chairman Committee on Directorate Salaries and Conditions Age 56 of its Management Board of Directors; Chief of Service of the Hong Kong Government. Financial Officer and Managing Director, An executive Director since 2004. Joined HSBC in Chairman of the Council of the Chinese University Organisation and Systems. 1973. Chairman of the Group Management Board. of Hong Kong since 24 October 2009. Seconded Chairman of The Hongkong and Shanghai Banking to the Hong Kong Government’s Central Policy Mr Durán brings to the Board a background Corporation Limited since 1 February 2010 and Unit from 1989 to 1991 serving as an adviser to in international finance, retail and consulting in chairman of HSBC Bank Canada. Deputy chairman the Governor of Hong Kong. developed and emerging markets. He joined of HSBC Bank plc. A director of HSBC Latin Carrefour SA in 1991 and held a number of America Holdings (UK) Limited having ceased to Marvin Cheung†, GBS, OBE positions within Carrefour’s businesses in be chairman on 4 December 2009. A director of Age 62 Spain, southern Europe and the Americas. HSBC North America Holdings Inc. Ceased to be chairman and a director of HSBC Bank USA, Non-executive chairman of the Airport Authority Rona Fairhead† Hong Kong. A non-executive Director since 1 N.A. and HSBC USA Inc. on 7 May 2009. Chief Age8 4 Executive of HSBC Bank plc from 2004 to 2006. February 2009 and a member of the Group Audit Chairman, Chief Executive Officer and a director Responsible for all of HSBC’s business throughout Committee since 1 March 2010. A non-executive of Financial Times Group Limited. A non-executive South America from 2000 to 2003. President of director of Hang Seng Bank Limited, HKR Director since 2004. Chairman of the Group HSBC Bank Brasil S.A. – Banco Múltiplo from International Limited and Hong Kong Exchanges Audit Committee and, since 26 February 2010, 1997 to 2003. and Clearing Limited. A non-official member of the Executive Council of the Hong Kong Special the Group Risk Committee. A member of the Mr Geoghegan is a career banker with over 35 Administrative Region. Non-executive chairman Nomination Committee. A director of Pearson years’ international experience with HSBC. He of the Council of the Hong Kong University plc and chairman of Interactive Data Corporation. has worked in the Americas, Asia, the Middle of Science and Technology. A director of The A non-executive director of The Economist East and Europe. He established the Group’s Association of Former Council Members of The Newspaper Limited. Former appointments operations in Brazil in 1997 following the creation Stock Exchange of Hong Kong Limited and The include: Executive Vice President, Strategy and of Banco HSBC Bamerindus S.A and in 2003 he Hong Kong International Film Festival Society Group Control of Imperial Chemical Industries plc; was honoured with a CBE in recognition of his Limited. Ceased to be a non-executive director of and Finance Director of Pearson plc. contribution to British business interests in Brazil. Sun Hung Kai Properties Limited on 9 December Mrs Fairhead brings to the Board a background 2009. Chairman and Chief Executive Officer of in international industry, publishing, finance and Safra Catz† KPMG Hong Kong from 1996 to 2003. A Council Age8 4 general management. As the former Finance Member of the Open University of Hong Kong Director of Pearson plc she oversaw the day President of Oracle Corporation. A non-executive until 19 June 2009. Awarded the Gold Bauhinia to day running of the finance function and was Director since May 2008. Managing Director of Star by the Hong Kong Government in 2008. directly responsible for global financial reporting Donaldson, Lufkin & Jenrette from 1997 to 1999. Dr Cheung brings to the Board a background in and control, tax and treasury. She has a Masters Joined Oracle in 1999 and appointed to the Board international business and financial accounting, in Business Administration from the Harvard of Directors in 2001. particularly in Greater China and the wider Asian Business School. Ms Catz brings to the Board a background in economy. He retired from KPMG Hong Kong international business leadership, having helped in 2003 after more than 30 years’ distinguished transform Oracle into the second biggest producer service with the firm. He is a Fellow of the Institute of management software and the world’s leading of Chartered Accountants in England and Wales. supplier of software for information management.

28 HSBC Holdings plc Annual Review 2009 Photographs of the Board of Directors are shown on page 7

Douglas Flint, CBE Singapore Airlines Limited (since 1 December Sam Laidlaw† Chief Financial Officer, Executive Director, 2009) and Sun Hung Kai Properties Limited (since Age4 5 Risk and Regulation 1 February 2010). Former appointments include: Chief Executive Officer of Centrica plc. A Age 54 non-executive director of Bank of Communications; non-executive Director since January 2008. A chairman of the Hong Kong General Chamber of Joined HSBC as an executive Director in 1995. A member of the Remuneration Committee. Former Commerce; the Hong Kong Exporters’ Association; non-executive director of BP p.l.c. and a member of appointments include: Executive Vice President and the Hong Kong Committee for the Pacific the Consultative Committee of the Large Business of Chevron Corporation; non-executive director of Economic Cooperation Council. Awarded the Silver Advisory Board of HM Revenue & Customs and the Hanson PLC; Chief Executive Officer of Enterprise Bauhinia Star by the Hong Kong Government in 2008. Business Government Forum on Tax and Globalisation. Oil plc; and President and Chief Operating Officer Chairman of HSBC Finance Corporation and a director Mr Fung brings to the Board over 30 years’ of Amerada Hess Corporation. of HSBC North America Holdings Inc. until 7 May experience in running a major international Mr Laidlaw brings to the Board significant 2009. Co-chairman of the Counterparty Risk conglomerate specialising in supply chain international experience, particularly in the energy Management Policy Group III in 2008. Chaired the management through the borderless manufacturing sector, having had responsibility for businesses Financial Reporting Council’s review of the Turnbull of global consumer products. During his leadership in four continents. He has a Masters in Business Guidance on Internal Control in 2004. Served on the the family business of Li & Fung has become one Administration from INSEAD. Accounting Standards Board and the Standards Advisory of the largest trading companies in Hong Kong Council of the International Accounting Standards with over 80 offices worldwide. Rachel Lomax† Board from 2001 to 2004. A former partner in KPMG. Age4 6 Stuart Gulliver Mr Flint has extensive financial experience particularly Age 50 Former Deputy Governor, Monetary Stability, at in banking, multinational financial reporting, treasury the Bank of England and member of the Monetary and securities trading operations. In 2006 he was Chairman, Europe, Middle East and Global Businesses. Policy Committee. A non-executive Director since honoured with a CBE in recognition of his services An executive Director since May 2008. Joined HSBC December 2008. A member of the Group Audit to the finance industry. He is a member of the in 1980. Appointed a Group General Manager in Committee since 1 March 2009 and of the Group Institute of Chartered Accountants of Scotland and 2000 and a Group Managing Director in 2004. Risk Committee since 26 February 2010. A non the Association of Corporate Treasurers and he is a Chairman of HSBC Private Banking Holdings executive director of The Scottish American Fellow of The Chartered Institute of Management (Suisse) SA since 25 February 2010, of HSBC Bank Investment Company PLC and, since 31 July Accountants. Middle East Limited since 15 February 2010 and of 2009, of Reinsurance Group of America Inc. A HSBC France since 1 January 2009. A director of director of the Council of Imperial College, London Sandy Flockhart, CBE The Hongkong and Shanghai Banking Corporation since 1 June 2009 and a member of the Board of Age 58 Limited and HSBC Bank plc. Deputy chairman the Royal National Theatre. Former appointments and member of the Supervisory Board of HSBC Chairman, Personal and Commercial Banking and include: Deputy Governor of the Bank of England Trinkaus & Burkhardt AG. Chief Executive of Global Insurance. An executive Director since May 2008. from 2003 to 2008; Permanent Secretary at the Banking and Markets. A director of HSBC North Joined HSBC in 1974. Appointed a Group General UK Government Departments for Transport and America Holdings Inc. until 7 May 2009 and of Manager in 2002 and a Group Managing Director in Work and Pensions and at the Welsh Office from HSBC Latin America Holdings (UK) Limited until 2006. Chairman of HSBC Latin America Holdings 1996 to 2003; and Vice President and Chief of 4 December 2009. Co-Head of Global Banking (UK) Limited since 4 December 2009. Vice chairman Staff to the President of the World Bank from and Markets from 2003 to 2006. Head of Global and a director of HSBC Bank (Vietnam) Limited. 1995 to 1996. Markets from 2002 to 2003. Head of Treasury and A director of Hang Seng Bank Limited and HSBC Capital Markets in Asia-Pacific from 1996 to 2002. Ms Lomax brings to the Board business experience Bank Australia Limited. A member of the Visa Asia in both the public and private sectors and a deep Pacific Senior Advisory Council, Visa Inc. Chairman Mr Gulliver is a career banker with over 28 years’ knowledge of the operation of the UK government of HSBC Bank Malaysia Berhad from 2007 to international experience with HSBC. He has held and the financial system. 5 February 2010. Chief Executive Officer of The a number of key roles in the Group’s operations Hongkong and Shanghai Banking Corporation worldwide, including in London, Hong Kong, Tokyo, Sir Mark Moody-Stuart†, KCMG Limited from 2007 to 1 February 2010. Ceased Kuala Lumpur and the United Arab Emirates. Global Age 69 to be a director of HSBC Bank (China) Company Banking and Markets is the wholesale banking Limited on 28 February 2010. President and Group division of the Group with operations in more Chairman of Hermes Equity Ownership Services Managing Director Latin America and the Caribbean than 60 countries and territories. Limited since 21 July 2009. A non-executive from 2006 to 2007. Chief Executive Officer, Mexico Director since 2001. Chairman of the Remuneration from 2002 to 2006. Senior Executive Vice-President, James Hughes-Hallett†, SBS Committee and a member of the Corporate Commercial Banking, HSBC Bank USA, N.A. from Age 60 Sustainability Committee. A non-executive director 1999 to 2002. Managing Director of The Saudi of Accenture Limited and Saudi Aramco. Chairman Chairman of John Swire & Sons Limited. A non- British Bank from 1997 to 1999. of the Global Business Coalition on HIV/AIDS and executive Director since 2005. A member of the the Global Compact Foundation and a member of Mr Flockhart is a career banker, being an emerging Nomination Committee and, since 26 February the board of the UN Global Compact. Retired as a markets specialist with over 30 years’ experience 2010, of the Group Risk Committee. A member director and chairman of Anglo American plc on with HSBC across Latin America, the Middle East of the Group Audit Committee until 1 March 2010. 31 July 2009. Former appointments include: director and Asia. In 2007 he was honoured with a CBE in A non-executive director and former chairman of and chairman of The ’Shell’ Transport and Trading recognition of his services to British business and Cathay Pacific Airways Limited and Swire Pacific Company, plc; chairman of the Committee of charitable services and institutions in Mexico. Limited. A non-executive director of The Hongkong Managing Directors of the Royal Dutch/Shell Group and Shanghai Banking Corporation Limited from of Companies; and a Governor of Nuffield Hospitals. William Fung*, SBS, OBE 1999 to 2004. A trustee of the Dulwich Picture Age 61 Gallery and the Esmée Fairbairn Foundation. A Sir Mark brings to the Board many years’ experience member of The Hong Kong Association and of the of leading global organisations, having worked during Group Managing Director of Li & Fung Limited. A Governing Board of the Courtauld Institute of Art. his career in nine countries. He works with many non-executive Director since 1998. Chairman of the Awarded the Silver Bauhinia Star by the Hong Kong non-governmental organisations to improve companies’ Corporate Sustainability Committee. Non-executive Government in 2004. commitment to socially responsible activities. deputy chairman of The Hongkong and Shanghai Banking Corporation Limited. A non-executive Mr Hughes-Hallett brings to the Board a background director of Integrated Distribution Services Group in financial accounting and the management of a Limited, Convenience Retail Asia Limited and broad range of businesses in a number of international of Trinity Limited which was listed on The Stock industries, including aviation, property, shipping, Exchange of Hong Kong Limited on 3 November manufacturing and trading, in the Far East, UK, 2009. An independent non-executive director of US and Australia. He is a Fellow of the Institute of Shui On Land Limited, VTech Holdings Limited, Chartered Accountants in England and Wales.

HSBC Holdings plc Annual Review 2009 29 Our Board: Promoting Your Interests (continued)

Gwyn Morgan† John Thornton† Age4 6 Age 56 Secretary Non-executive chairman of SNC-Lavalin Group Inc. A non-executive Director since December 2008. Ralph Barber A non-executive Director since 2006. A member A member of the Remuneration Committee Age 59 of the Remuneration Committee. A member of since 24 April 2009 and, from the conclusion of Group Company Secretary. Appointed a Group the Board of Trustees of The Fraser Institute and the Annual General Meeting in 2010, chairman General Manager in 2006. Joined HSBC in 1980. the Manning Centre for Building Democracy. of the Committee. Non-executive chairman and Company Secretary of HSBC Holdings plc since A non-executive director of HSBC Bank Canada a director of HSBC North America Holdings Inc. 1990. Chairman of the Disclosure Committee. from 1996 to 2006. Former appointments include: since December 2008. Professor and director A member of the Listing Authority Advisory Founding President, Chief Executive Officer and of the Global Leadership Programme at the Committee of the Financial Services Authority Vice chairman of EnCana Corporation; a director Tsinghua University School of Economics and and of the Primary Markets Group of the London of Alcan Inc. and Lafarge North America, Inc. Management. Chairman of the Brookings Stock Exchange. Corporation Secretary of The Institution Board of Trustees. A non-executive Mr Morgan brings to the Board a background in Hongkong and Shanghai Banking Corporation director of Ford Motor Company, Intel Corporation, technical, operational, financial and management Limited from 1986 to 1992 and Company Secretary Inc., News Corporation, Inc. and China Unicom positions and has led large international companies of HSBC Bank plc from 1994 to 1996. (Hong Kong) Limited. A director of the National in the energy and engineering sectors. He has Committee on United States-China Relations been recognised as Canada’s most respected and a Trustee of Asia Society, China Institute, The Chief Executive Officer in a national poll of Chief China Foreign Affairs University, the Palm Beach Executives. He is currently a business columnist Advisero t the Board Civic Association and the United World College for Canada’s largest national newspaper. of East Africa Trust. A member of the Council on David Shaw Foreign Relations, the China Securities Regulatory Narayana Murthy†, CBE Age 63 Commission International Advisory Committee Age 63 and China Reform Forum International Advisory An Adviser to the Board since 1998. Solicitor. Chairman and Chief Mentor and former Chief Committee. Former appointments include: a non- A former partner in Norton Rose. A director of Executive Officer of Infosys Technologies executive director of Industrial and Commercial The Bank of Bermuda Limited and HSBC Private Limited. A non-executive Director since May Bank of China Limited from 2005 until 2008; and Banking Holdings (Suisse) SA. An independent 2008. A member of the Corporate Sustainability President of the Goldman Sachs Group, Inc. from non-executive director of Kowloon Development Committee and, from the conclusion of the 1999 until 2003. Company Limited and Shui On Land Limited. Annual General Meeting in 2010, chairman of Mr Thornton brings to the Board experience that the Committee. A non-executive director of bridges developed and developing economies Unilever plc and a director of the United Nations and the public and private sectors. He has a deep Foundation. A non-executive director of New Delhi knowledge of financial services and education Television Limited until 22 July 2009. A former systems, particularly in Asia. During his 23 year non-executive director of DBS Group Holdings career with Goldman Sachs, he played a key role Limited and DBS Bank Limited. in the firm’s global development and was chairman Mr Murthy brings to the Board experience in of Goldman Sachs Asia. information technology, corporate governance and education, particularly in India. He founded Infosys Sir Brian Williamson†, CBE Technologies Limited in India in 1981 and was its Age 65 Chief Executive Officer for 21 years. Under his Chairman of Electra Private Equity plc. A non- leadership, Infosys established a global footprint executive Director since 2002. A member of and was listed on NASDAQ in 1999. During his the Nomination Committee, having served as career he has worked in France and India. chairman of the Committee until 26 February Simon Robertson† 2010. A director of NYSE Euronext and Climate Exchange plc. Former appointments include: Senior independent non-executive Director chairman of London International Financial Futures Age 68 and Options Exchange and Gerrard Group plc; Non-executive chairman of Rolls-Royce Group plc and a non-executive director of Resolution plc, and the founder member of Simon Robertson the Financial Services Authority and the Court of Associates LLP. A non-executive Director since The Bank of Ireland. 2006 and senior independent non-executive Sir Brian brings to the Board extensive experience Director since 2007. A member of the Nomination in money and bond markets, private equity, Committee. A non-executive director of Berry futures, options and commodities trading Bros. & Rudd Limited, The Economist Newspaper internationally. He established the London Limited and Royal Opera House Covent Garden International Financial Futures and Options Limited. A trustee of the Eden Project Trust and Exchange in the 1980s and led the Exchange’s of the Royal Opera House Endowment Fund. development of its electronic trading platform in Former appointments include: Managing the mid-1990s. He is a member of the Guild of Director of Goldman Sachs International; and International Bankers. chairman of Dresdner Kleinwort Benson. Mr Robertson brings to the Board a background in international corporate advisory with a wealth of experience in mergers and acquisitions, merchant banking, investment banking and financial markets. During his career he has * Non-executive Director worked in France, Germany, the UK and the USA. † Independent non-executive Director

30 HSBC Holdings plc Annual Review 2009