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Exchange of Hong Kong Limited take no responsibility for the
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whatsoever for any loss howsoever arising from or in reliance upon
the whole or any part of the contents of this
document.
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