TIDMHSBA
RNS Number : 2074X
HSBC Holdings PLC
26 August 2015
1.. Directors' interests 142
--------------------------------
2.. Employee share plans 145
--------------------------------
3.. Notifiable interests in
share capital 146
--------------------------------
4.. Dealings in HSBC Holdings
listed securities 146
--------------------------------
5.. First interim dividend
for 2015 146
--------------------------------
6.. Second interim dividend
for 2015 146
--------------------------------
7.. Proposed interim dividends
for 2015 147
--------------------------------
8.. Earnings Release 147
--------------------------------
9. Final results 147
----------------------------------
10 Corporate governance 147
----------------------------------
11 Changes in Directors' details 148
----------------------------------
12 Going concern basis 148
----------------------------------
13 Telephone and online share
dealing service 148
----------------------------------
14 Stock symbols 149
----------------------------------
15 Copies of Interim Report
2015 and shareholder
enquiries and communications 149
----------------------------------
1 Directors' interests
According to the register of Directors' interests maintained by
HSBC Holdings pursuant to section 352 of the Securities and Futures
Ordinance of Hong Kong, at 30 June 2015 the Directors of HSBC
Holdings had the following interests, all beneficial unless
otherwise stated, in the shares and loan capital of HSBC and its
associates:
Directors' interests - shares and loan capital
At 30 June 2015
----------------------------------------------------------------------------------------------------------------
Child
At under Jointly
1 18 with
January Beneficial or another Total
2015 owner spouse person Trustee interests(1)
HSBC Holdings
ordinary
shares
Phillip
Ameen(3) - 5,000 - - - 5,000
--------------
Kathleen
Casey(3) - 3,500 - - - 3,500
--------------
Safra Catz(3) 20,045 20,515 - - - 20,515
--------------
Lord Evans of
Weardale 5,519 5,519 - - - 5,519
--------------
Joachim Faber 24,105 45,778 - - - 45,778
--------------
Rona Fairhead 76,524 - - 77,063 - 77,063
--------------
Douglas Flint 400,748 401,121 - - - 401,121
--------------
Stuart
Gulliver 2,611,188 2,558,148 176,885 - - 2,735,033
--------------
Sam Laidlaw 36,768 35,352 - - 1,416(2) 36,768
--------------
John Lipsky(3) 15,820 15,820 - - - 15,820
--------------
Rachel Lomax 15,500 18,900 - - - 18,900
--------------
Iain Mackay 79,933 151,579 - - - 151,579
--------------
Heidi
Miller(3) 3,575 3,575 - - - 3,575
--------------
Marc Moses 480,423 554,103 - - - 554,103
--------------
Sir Simon
Robertson 22,981 23,522 - - - 23,522
--------------
Jonathan
Symonds 20,553 16,314 4,721 - - 21,035
--------------
HSBC USA Inc.
$2.8575
Cumulative
Preferred
Shares,
Series
Z
Phillip Ameen 31 - - - - -
--------------
RMBm RMBm RMBm RMBm RMBm RMBm
HSBC Bank plc
2.875% Notes
2015
Joachim
Faber(4) 5.1 - - - - -
--------------
1 Details of executive Directors' other interests in HSBC
Holdings ordinary shares arising from the HSBC Holdings
savings-related share option plans and the HSBC Share Plan 2011 are
set out on the following pages. At 30 June 2015, the aggregate
interests under the Securities and Futures Ordinance of Hong Kong
in HSBC Holdings ordinary shares, including interests arising
through employee share plans, were: Douglas Flint - 406,056; Stuart
Gulliver - 5,679,222; Iain Mackay - 1,363,678; and Marc Moses -
2,048,335. Each Director's total interests represent less than
0.04% of the shares in issue.
2 Non-beneficial.
3 Interests in American Depositary Shares ('ADS'), which are
categorised as equity derivatives under Part XV of the Securities
and Futures Ordinance of Hong Kong. Each ADS represents five HSBC
Holdings ordinary shares.
4 Non-beneficial interest in renminbi ('RMB')1.2m 2.875% Notes 2015.
Savings-related share option plans and the HSBC Share Plan
2011
HSBC Holdings savings-related share option plans
HSBC Holdings
ordinary shares
------------------------------------------------------
Held Held
at at
Exercise Exercisable 1 30 Jun
Jan
------------------------------
Date
of price
award (GBP) from(1) until 2015 2015
1 1
Douglas 24 Apr Aug Feb
Flint 2012 4.4621 2015 2016 2,016 2,016
1
23 Sep Nov 1 May
2014 5.1887 2019 2020 2,919 2,919
---------------- -------- ------------------------ -------------- --------------
1
Iain 23 Sep Nov 1 May
Mackay 2014 5.1887 2017 2018 3,469 3,469
---------- ---------------- ------------------------ -------------- --------------
(MORE TO FOLLOW) Dow Jones Newswires
August 26, 2015 11:37 ET (15:37 GMT)
There are no performance criteria conditional upon which the
outstanding options are exercisable and there have been no
variations to the terms and conditions since the awards were made.
See page 145 for more details on the HSBC Holdings savings-related
share option plans. The market value per ordinary share at 30 June
2015 was GBP5.70. The highest and lowest market values per ordinary
share during the period were GBP6.49 and GBP5.60. Market value is
the mid-market price derived from the London Stock Exchange Daily
Official List on the relevant date. Under the Securities and
Futures Ordinance of Hong Kong, the options are categorised as
unlisted physically settled equity derivatives.
1 May vest at an earlier date in certain circumstances, e.g. retirement.
Awards of Restricted Shares
HSBC Share Plan 2011
HSBC Holdings ordinary shares
-----------------------------------------------------------------------------------------------
Awards Awards made Awards vested
Year during during
in period period Awards
-------------------- --------------------
held held
which at at
-------- ---------- -------- ----------
Date 1
of awards Jan Monetary Monetary 30 Jun
award may vest 2015 Number value Number value 2015(1)
GBP000 GBP000
-
Stuart 12 Mar
Gulliver 2012(2) 2013-2015 89,302 - - 91,298 511 -
11 Mar
2013(3) 2018 87,007 - - - - 89,051
10 Mar
2014(4) 2015-2017 93,101 - - 31,411 176 63,772
2 Mar
2015(5) 2015 - 44,677 260 44,677 260 -
2 Mar
2015(6) 2016-2018 - 67,016 391 - - 68,590
------------------------- ------------ ------------------------
12 Mar
Iain Mackay 2012(2) 2013-2015 44,966 - - 45,972 257 -
11 Mar
2013(3) 2018 60,150 - - - - 61,563
10 Mar
2014(4) 2015-2017 54,536 - - 18,399 103 37,357
2 Mar
2015(5) 2015 30,024 175 30,024 175 -
2 Mar
2015(6) 2016-2018 45,037 263 - - 46,095
------------------------- ------------ ------------------------
12 Mar
Marc Moses 2012(2) 2013-2015 46,738 - - 47,784 268 -
11 Mar
2013(3) 2018 58,439 - - - - 59,812
10 Mar
2014(4) 2015-2017 54,531 - - 18,397 103 37,353
2 Mar
2015(5) 2015 - 35,798 209 35,798 209 -
2 Mar
2015(6) 2016-2018 - 53,698 313 - - 54,959
------------------------- ------------ ------------------------
Vesting of Restricted Share awards is normally subject to the
Director remaining an employee on the vesting date. The awards may
vest at an earlier date in certain circumstances. Under the
Securities and Futures Ordinance of Hong Kong, interests in
Restricted Share awards are categorised as the interests of a
beneficial owner.
1 Includes additional shares arising from scrip dividends.
2 At the date of the award, 12 March 2012, the market value per
share was GBP5.56. 50% of these deferred awards were subject to a
six month retention period upon vesting. The balance of these
awards vested on 12 March 2015, the third anniversary of the award,
and on that date the market value per share was GBP5.60.
3 Vesting of these awards is subject to satisfactory completion
of the Deferred Prosecution Agreement with the US Department of
Justice.
4 At the date of the award, 10 March 2014, the market value per
share was GBP6.16. These deferred awards are subject to a six month
retention period upon vesting. 33% of the award vested on 10 March
2015, the first anniversary of the award and on that date the
market value per share was GBP5.60. A further 33% of the award will
vest on the second anniversary and the balance will vest on the
third anniversary of the award.
5 The non-deferred award vested immediately on 2 March 2015. The
shares (net of tax) are subject to a six month retention period. At
the date of vesting, the market value per share was GBP5.83.
6 At the date of the award, 2 March 2015, the market value per
share was GBP5.83. These deferred awards are subject to a six month
retention period upon vesting. 33% of the award will vest on the
first anniversary of the award, 33% of the award will vest on the
second anniversary and the balance will vest on the third
anniversary of the award.
Conditional awards under the Group Performance Share Plan
('GPSP')
HSBC Share Plan 2011
HSBC Holdings ordinary shares
------------------------------------------
Awards made during
period(1)
---------------------
Monetary
Year Awards Number Awards
in held held
Date which at at
of awards 1 Jan 30 Jun
award may vest 2015 value 2015(1)
GBP000
Stuart 23 Jun
Gulliver 2011 2011 2016 455,200 - - 465,896
12 Mar
2012 2011 2017 772,331 - - 790,478
11 Mar
2013 2018 446,194 - - 456,678
10 Mar
2014 2019 620,680 - - 635,264
2 Mar
2015(2) 2020 - 365,864 2,133 374,460
----------------------------- ----------------- -------------------------
Iain 23 Jun
Mackay 2011 2011 2016 127,262 - - 130,252
12 Mar
(MORE TO FOLLOW) Dow Jones Newswires
August 26, 2015 11:37 ET (15:37 GMT)
2012 2011 2017 144,168 - - 147,555
11 Mar
2013 2018 208,224 - - 213,116
10 Mar
2014 2019 363,576 - - 372,119
2 Mar
2015(2) 2020 - 195,969 1,142 200,573
----------------------------- ----------------- -------------------------
23 Jun
Marc Moses 2011 2016 118,158 - - 120,934
12 Mar
2012 2017 401,611 - - 411,047
11 Mar
2013 2018 232,020 - - 237,472
10 Mar
2014 2019 363,541 - - 372,082
2 Mar
2015(2) 2020 - 195,969 1,142 200,573
----------------------------- ----------------- -------------------------
The GPSP is a long-term incentive plan governed by the rules of
the HSBC Share Plan 2011. Vesting of GPSP awards is normally
subject to the Director remaining an employee on the vesting date.
Any shares (net of tax) which the Director becomes entitled to on
the vesting date are subject to a retention requirement until
cessation of employment. Under the Securities and Futures Ordinance
of Hong Kong, interests in awards are categorised as
beneficial.
1 Includes additional shares arising from scrip dividends.
2 At the date of award, 2 March 2015, the market value per share was GBP5.83.
No Directors held any short position (as defined in the
Securities and Futures Ordinance of Hong Kong) in the shares and
loan capital of HSBC Holdings and its associated corporations. Save
as stated above, none of the Directors had an interest in any
shares or debentures of HSBC Holdings or any associates at the
beginning or at the end of the period, and none of the Directors or
members of their immediate families were awarded or exercised any
right to subscribe for any shares or debentures in any HSBC
corporation during the period. Since 30 June 2015, the interests of
each of the following Directors have increased by the number of
HSBC Holdings ordinary shares shown against their name:
Increase in Directors' interests since 30 June 2015
HSBC Holdings
ordinary
shares
Beneficial owner
Safra Catz 220(1)
--------------------------
Rona Fairhead 247(2)
--------------------------
Douglas Flint 75(3)
--------------------------
Stuart Gulliver 31,005(4)
--------------------------
Sam Laidlaw 372(2)
--------------------------
Iain Mackay 14,481(5)
--------------------------
Heidi Miller 35(1)
--------------------------
Marc Moses 15,738(4)
--------------------------
Sir Simon Robertson 247(2)
--------------------------
Jonathan Symonds 220(2)
--------------------------
1 Comprises interests in ADSs, which are categorised as equity
derivatives under Part XV of the Securities and Futures Ordinance
of Hong Kong. Each ADS represents five HSBC Holdings ordinary
shares.
2 Scrip dividend.
3 Comprises the acquisition of shares in the HSBC Holdings UK
Share Incentive Plan through regular monthly contributions (27
shares) and the automatic reinvestment of dividend income on shares
held in the HSBC Holdings UK Share Incentive Plan (48 shares).
4 Comprises scrip dividend on Restricted Share awards and GPSP
awards granted under the HSBC Share Plan 2011.
5 Comprises scrip dividend on Restricted Share awards and GPSP
awards granted under the HSBC Share Plan 2011 and the automatic
reinvestment of dividend income on shares held in a nominee
account.
2 Employee share plans
Share options and discretionary awards of shares are granted
under HSBC share plans to help align the interests of employees
with those of shareholders. The following are particulars of
outstanding options, including those held by employees working
under employment contracts that are regarded as 'continuous
contracts' for the purposes of the Hong Kong Employment Ordinance.
The options were granted for nil consideration. No options have
been granted to substantial shareholders, suppliers of goods or
services, or in excess of the individual limit for each share plan.
No options were cancelled by HSBC during the period. No
discretionary share options have been granted under the HSBC Share
Plan 2011, which replaced the HSBC Share Plan on 27 May 2011.
A summary for each plan of the total number of options which
were granted, exercised or lapsed during the period is shown in the
following tables. Particulars of options held by Directors of HSBC
Holdings are set out on page 144. Further details required to be
disclosed pursuant to Chapter 17 of the Rules Governing the Listing
of Securities on The Stock Exchange of Hong Kong Limited are
available on our website at www.hsbc.com by selecting 'Investor
Relations', then 'Governance' then 'Share Plans', and on the
website of The Stock Exchange of Hong Kong Limited at
www.hkex.com.hk. Copies may be obtained upon request from the Group
Company Secretary, 8 Canada Square, London E14 5HQ.
All-employee share plans
The HSBC Holdings Savings-Related Share Option Plan and the HSBC
Holdings Savings-Related Share Option Plan: International are
all-employee share plans under which eligible employees have been
granted options to acquire HSBC Holdings ordinary shares. There
will be no further grant of options under the HSBC Holdings
Savings-Related Share Option Plan: International; the final grant
was in 2012. A new international all-employee share purchase plan
was launched in the third quarter of 2013.
For options granted under the HSBC Holdings Savings-Related
Option Plan, employees make contributions of up to GBP500 (or
equivalent) each month over a period of three or five years which
may be used within six months following the third or fifth
anniversary of the commencement of the relevant savings contract,
at the employee's election, to exercise the options. Alternatively,
the employee may elect to have the savings, plus (where applicable)
any interest or bonus, repaid in cash. In the case of redundancy,
retirement including on grounds of injury or ill health, the
transfer of the employing business to another party, or a change of
control of the employing company, options may be exercised before
completion of the relevant savings contract. In certain
circumstances, the exercise period of options awarded under the
all-employee share plans may be extended, for example, on the death
of a participant, the executors may exercise the option up to six
months beyond the normal exercise period.
Under the HSBC Holdings Savings-Related Share Option Plan and
the HSBC Holdings Savings-Related Share Option Plan: International
the option exercise price has been determined by reference to the
average market value of the ordinary shares on the five business
days immediately preceding the invitation date, then applying a
discount of 20%. Where applicable, the US dollar, Hong Kong dollar
and euro exercise prices were converted from the sterling exercise
price at the applicable exchange rate on the working day preceding
the relevant invitation date. The HSBC Holdings Savings-Related
Share Option Plan will terminate on 23 May 2025 unless the
Directors resolve to terminate the plans at an earlier date.
HSBC Holdings All-employee Share Option Plans
HSBC Holdings ordinary shares
-----------------------------------------------------------------------------------------------------------------------------------------
Dates of Exercise
award price Exercisable At Awarded Exercised Lapsed At
1 Jan in in 30 Jun
from to from to from to 2015 period period in period 2015
Savings-Related Share Option
Plan(1)
29 23
Apr Sep (GBP) (GBP)
1 Aug 1 May
(MORE TO FOLLOW) Dow Jones Newswires
August 26, 2015 11:37 ET (15:37 GMT)
2009 2014 3.3116 5.4738 2014 2020 53,743,955 _ 891,541 2,314,304 50,538,110
----------- -------------- -------------------- -------------------- ----------- --------------
Savings-Related Share Option
Plan: International(2)
29 24
Apr Apr (GBP) (GBP)
1 Aug 1 Feb
2009 2012 3.3116 5.4573 2014 2018 3,714,447 - 332,465 220,456 3,161,526
----------- -------------- -------------------- -------------------- ----------- --------------
29 24
Apr Apr ($) ($)
1 Aug 1 Feb
2009 2012 4.8876 8.2094 2014 2018 1,867,328 - 153,990 235,089 1,478,249
----------- -------------- -------------------- -------------------- ----------- --------------
29 24
Apr Apr (EUR) (EUR)
1 Aug 1 Feb
2009 2012 3.6361 6.0657 2014 2018 571,502 - 40,543 36,071 494,888
----------- -------------- -------------------- -------------------- ----------- --------------
29 24
Apr Apr (HK$) (HK$) 1 Aug 1 Feb
2009 2012 37.8797 63.9864 2014 2018 6,468,782 - 360,839 140,702 5,967,241
----------- -------------- -------------------- -------------------- ----------- --------------
1 The weighted average closing price of the shares immediately
before the dates on which options were exercised was GBP6.07.
2 The weighted average closing price of the shares immediately
before the dates on which options were exercised was GBP6.10.
Discretionary Share Option Plans
There have been no awards of discretionary share options under
employee share plans since 30 September 2005.
HSBC Holdings ordinary shares
--------------------------------------------------------------------------------------------------------------------------------------------
Exercise
Date of award price (GBP) Exercisable At Exercised Lapsed At
-----------------
1 Jan 30 Jun
from to 2015 in period in period 2015
HSBC Holdings Group Share Option
Plan(1)
20
Apr 20 Apr
20 Apr 2005 7.2869 2008 2015 6,373,982 - 6,373,982 -
---------------- ------------ ---- -----------
HSBC Share Plan
30
Sep 30 Sep
30 Sep 2005 7.9911 2008 2015 86,046 - - 86,046
---------------- ------------ ---- -----------
1 The HSBC Holdings Group Share Option Plan expired on 26 May
2005. No options have been granted under the Plan since that
date.
3 Notifiable interests in share capital
At 30 June 2015, HSBC Holdings had received the following
notification of major holdings of voting rights pursuant to the
requirements of Rule 5 of the Disclosure Rules and Transparency
Rules:
-- BlackRock, Inc. gave notice on 9 December 2009 that on 7
December 2009 it had the following: an indirect interest in HSBC
Holdings ordinary shares of 1,142,439,457; qualifying financial
instruments with 705,100 voting rights that may be acquired if the
instruments are exercised or converted; and financial instruments
with similar economic effect to qualifying financial instruments
which refer to 234,880 voting rights, each representing 6.56%,
0.0041% and 0.0013%, respectively, of the total voting rights at
that date.
At 30 June 2015, according to the register maintained by HSBC
Holdings pursuant to section 336 of the Securities and Futures
Ordinance of Hong Kong:
-- JPMorgan Chase & Co. gave notice on 3 June 2015 that on
29 May 2015 it had the following interests in HSBC Holdings
ordinary shares: a long position of 987,976,822 shares; a short
position of 132,712,484 shares; and a lending pool of 634,037,110
shares, each representing 5.06%, 0.68% and 3.24%, respectively, of
the ordinary shares in issue at that date; and
-- BlackRock, Inc. gave notice on 21 May 2015 that on 20 May
2015 it had the following interests in HSBC Holdings ordinary
shares: a long position of 1,256,860,007 shares and a short
position of 754,653 shares, each representing 6.44% and 0.00%,
respectively, of the ordinary shares in issue at that date.
4 Dealings in HSBC Holdings listed securities
Except for dealings as intermediaries by HSBC Bank plc which is
a member of a European Economic Area ('EEA') exchange and The
Hongkong and Shanghai Banking Corporation Limited which has direct
access to a EEA exchange, neither HSBC Holdings nor any of its
subsidiaries purchased, sold or redeemed any of its securities
listed on the Stock Exchange of Hong Kong Limited during the six
months to 30 June 2015.
5 First interim dividend for 2015
The first interim dividend for 2015 of $0.10 per ordinary share
was paid on 8 July 2015.
6 Second interim dividend for 2015
On 3 August 2015, the Directors declared a second interim
dividend for 2015 of $0.10 per ordinary share. The second interim
dividend will be payable on 2 October 2015 to holders of record on
14 August 2015 on the Principal Register in the United Kingdom,
Hong Kong and Bermuda Overseas Branch registers. The dividend will
be payable in cash, US dollars, sterling or Hong Kong dollars, or a
combination of these currencies, at the forward exchange rates
quoted by HSBC Bank plc in London at or about 11.00am on 21
September 2015. A scrip dividend will also be offered. Particulars
of these arrangements will be sent to shareholders on or about 26
August 2015 and elections must be received by 17 September
2015.
The dividend will be payable on ordinary shares held through
Euroclear France, the settlement and central depositary system for
Euronext Paris, on 2 October 2015 to the holders of record on 14
August 2015. The dividend will be payable by Euroclear France in
cash, in euros, at the forward exchange rate quoted by HSBC France
on 21 September 2015, or as a scrip dividend. Particulars of these
arrangements will be announced through Euronext Paris on 5 August
2015, 20 August 2015 and 21 September 2015.
The dividend will be payable on ADSs, each of which represents
five ordinary shares, on 2 October 2015 to holders of record on 14
August 2015. The dividend of $0.50 per ADS will be payable by the
depositary in cash, in US dollars or as a scrip dividend of new
ADSs. Elections must be received by the depositary on or before 11
September 2015. Alternatively, the cash dividend may be invested in
additional ADSs for participants in the dividend reinvestment plan
operated by the depositary.
Ordinary shares will be quoted ex-dividend in London, Hong Kong,
Paris and Bermuda on 13 August 2015. The ADSs will be quoted
ex-dividend in New York on 12 August 2015.
Any person who has acquired ordinary shares registered on the
Principal Register in the United Kingdom, the Hong Kong Overseas
Branch register or the Bermuda Overseas Branch register but who has
not lodged the share transfer with the Principal Registrar, the
Hong Kong or Bermuda Branch Registrar should do so before 4.00pm
local time on 14 August 2015 in order to receive the dividend.
Ordinary shares may not be removed to or from the Principal
Register in the United Kingdom, the Hong Kong Overseas Branch
register or the Bermuda Overseas Branch register on 14 August 2015.
Any person wishing to remove ordinary shares to or from each
register must do so before 4.00pm local time on 13 August 2015.
Transfers of ADSs must be lodged with the depositary by 12 noon
on 14 August 2015 in order to receive the dividend.
7 Proposed interim dividends for 2015
(MORE TO FOLLOW) Dow Jones Newswires
August 26, 2015 11:37 ET (15:37 GMT)
The Board has adopted a policy of paying quarterly dividends on
the ordinary shares, under which it is intended to have a pattern
of three equal interim dividends with a variable fourth interim
dividend. The timetables for dividends payable on the ordinary
shares in respect of 2015 that have not yet been declared are
proposed as follows:
Third Fourth interim
interim dividend
dividend for 2015
for 2015
Announcement 5 October 22 February
2015 2016
------------------------------------
ADSs quoted ex-dividend in New 21 October
York 2015 2 March 2016
------------------------------------
Shares quoted ex-dividend in
London, Hong 22 October
Kong, Paris and Bermuda 2015 3 March 2016
------------------------------------
Record date in London, Hong
Kong, New York, 23 October
Paris and Bermuda(1) 2015 4 March 2016
------------------------------------
Payment date 3 December 20 April
2015 2016
------------------------------------
1 Removals to and from the Overseas Branch Register of
shareholders in Hong Kong will not be permitted on these dates.
8 Earnings Release
An Earnings Release for the three-month period ending 30
September 2015 is expected to be issued on 2 November 2015.
9 Final results
The results for the year to 31 December 2015 are expected to be
announced on 22 February 2016.
10 Corporate governance
HSBC is committed to high standards of corporate governance.
Throughout the six months to 30 June 2015, HSBC Holdings has
complied with the applicable code provisions of: (i) The UK
Corporate Governance Code issued by the Financial Reporting Council
in September 2014 and (ii) the Hong Kong Corporate Governance Code
set out in Appendix 14 to the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited, save that
the Group Risk Committee is responsible for the oversight of
internal control (other than internal controls over financial
reporting) and risk management systems (Hong Kong Corporate
Governance Code provision C.3.3 paragraphs (f), (g) and (h)). In
the absence of the Group Risk Committee, these matters would be the
responsibility of the Group Audit Committee. The UK Corporate
Governance Code is available at www.frc.org.uk and the Hong Kong
Corporate Governance Code is available at www.hkex.com.hk.
The Board of HSBC Holdings has adopted a code of conduct for
transactions in HSBC Group securities by Directors. The code of
conduct complies with The Model Code in the Listing Rules of the
Financial Conduct Authority and with The Model Code for Securities
Transactions by Directors of Listed Issuers ('Hong Kong Model
Code') set out in the Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited, save that The Stock
Exchange of Hong Kong Limited has granted certain waivers from
strict compliance with the Hong Kong Model Code. The waivers
granted by The Stock Exchange of Hong Kong Limited primarily take
into account accepted practices in the UK, particularly in respect
of employee share plans. Following a specific enquiry, each
Director has confirmed that he or she has complied with the code of
conduct for transactions in HSBC Group securities throughout the
period. All Directors are routinely reminded of their obligations
under the code of conduct for transactions in HSBC Group
securities.
There have been no material changes to the information disclosed
in the Annual Report and Accounts 2014 in respect of the number and
remuneration of employees, remuneration policies, bonus and share
option plans and training schemes.
11 Changes in Directors' details
Changes in Directors' details since the date of the Annual
Report and Accounts 2014 which are required to be disclosed
pursuant to Rule 13.51(2) and Rule 13.51B(1) of the Hong Kong
Listing Rules, are set out below.
Kathleen Casey
Director of Penn State Milton S. Hershey Medical Center since 1
July 2015.
Chairman of Penn State Health since 1 March 2015.
Laura Cha
A member of the International Advisory Board of Sotheby's since
15 April 2015.
Lord Evans of Weardale
Member of the Advisory Board of Fluid IT Ltd since 1 June
2015.
Non-executive director of Ark Data Centres Ltd since 1 July
2015.
Non-executive director of the UK National Crime Agency until 13
March 2015.
Senior Advisor at Accenture until 6 June 2015.
Douglas Flint
Member of the Financial Services Trade and Investment Board
until 20 July 2015.
Sam Laidlaw
Chairman of the National Centre for Universities and Business
since 26 March 2015.
Heidi Miller
Independent Director of SRS Acquiom since 15 June 2015.
Sir Simon Robertson
Member of the International Advisory Board of Brown Advisory Ltd
since 7 May 2015.
Director of Immodulon Therapeutics Limited since 20 May
2015.
Trustee of the Eden Trust until 31 March 2015.
12 Going concern basis
As mentioned in Note 1 Basis of preparation on page 107, the
financial statements are prepared on a going concern basis, as the
Directors are satisfied that the Group and parent company have the
resources to continue in business for the foreseeable future. In
making this assessment, the Directors have considered a wide range
of information relating to present and future conditions, including
future projections of profitability, cash flows and capital
resources. Further information relevant to the assessment is
provided elsewhere in this Interim Report 2015.
In particular, HSBC's principal activities, business and
operating models, strategic direction and top and emerging risks
are addressed in the 'Overview' section; a financial summary,
including a review of the consolidated income statement and
consolidated balance sheet, is provided in the 'Interim Management
Report' section; HSBC's objectives, policies and processes for
managing credit, liquidity and market risk are described in the
'Risk' section of the Annual Report and Accounts 2014; and HSBC's
approach to capital management and allocation is described in the
'Capital' section of the Annual Report and Accounts 2014.
13 Telephone and online share dealing service
For shareholders on the Principal Register who are resident in
the UK, with a UK postal address, and who hold an HSBC Bank plc
personal current account, the HSBC InvestDirect share dealing
service is available for buying and selling HSBC Holdings ordinary
shares. Details are available from: HSBC InvestDirect, Forum 1,
Parkway, Whiteley, PO15 7PA, UK telephone: 03456 080848, overseas
telephone: +44 (0) 1226 261090, web: www.hsbc.co.uk/shares.
14 Stock symbols
HSBC Holdings plc ordinary shares trade under the following
stock symbols:
London Stock Exchange HSBA
Hong Kong Stock Exchange 5
New York Stock Exchange (ADSs) HSBC
Euronext Paris HSB
Bermuda Stock Exchange HSBC.BH
15 Copies of the Interim Report 2015 and shareholder enquiries and communications
Further copies of the Interim Report 2015 may be obtained from
Global Communications, HSBC Holdings plc, 8 Canada Square, London
E14 5HQ, United Kingdom; from Communications (Asia), The Hongkong
and Shanghai Banking Corporation Limited, 1 Queen's Road Central,
Hong Kong; or from Global Publishing Services, HSBC - North
America, SC1 Level, 452 Fifth Avenue, New York, NY 10018, USA. The
Interim Report 2015 may also be downloaded from the HSBC website,
www.hsbc.com.
Shareholders may at any time choose to receive corporate
communications in printed form or to receive notifications of their
availability on HSBC's website. To receive future notifications of
the availability of a corporate communication on HSBC's website by
email, or to revoke or amend an instruction to receive such
notifications by email, go to www.hsbc.com/ecomms. If you provide
an email address to receive electronic communications from HSBC, we
will also send notifications of your dividend entitlements by
email. If you received a notification of the availability of this
document on HSBC's website and would like to receive a printed copy
of it or, if you would like to receive future corporate
communications in printed form, please write or send an email
(quoting your shareholder reference number) to the appropriate
Registrar at the address given below. Printed copies will be
provided without charge.
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