Corporate governance

To find out more about the members and the work of the Board of Directors, read the 2024 Universal registration document (pages 23 to 34) (PDF 4.42MB).

Board committees

In order to prepare Board deliberations in certain areas, the Board may choose to set up specialised committees, permanent or not, determining their membership depending on the matters they will have to review. The committees report to the Board on their work and, where appropriate, make recommendations for the Board to decide on.

The Chairman of each Committee reports on the work of his Committee to the Board meeting immediately following the meeting of the Committee.

In application of article 13 of the Memorandum and Articles of Association and in accordance with the regulation in force, the Board of Directors of HSBC Continental Europe has decided to set up four Board committees, acting under the responsibility of the Board: the Risk Committee, the Audit Committee, the Nomination & Corporate Governance Committee and the Remuneration Committee.

Risk Committee

Membership:

• Carol Sergeant (Independent Director) – Appointed 13 May 2025 as chairman
• Deirdre Hannigan (Independent Director) – Appointed 30 June 2023
• Monika Rast (Independent Director) – Appointed 24 March 2025
• Michaël Trabbia (Independent Director) – Appointed in 2022

Duties:

The Risk Committee is accountable to the Board and has non-executive responsibility for oversight of and advice to the Board on matters relating to high level risk related matters and risk governance.
The Committee meets with the Statutory Auditors and the Head of Internal Audit in private at least once per year to ensure that there are no unresolved issues or concerns. In order to carry out these duties, the Committee may consult any expert as it deems appropriate.

To find out more about the duties and work of the Risk Committee in 2024, read the 2024 Universal registration document (pages 35 and 36) (PDF 4.42MB).

Audit Committee

Membership:

• Deirdre Hannigan (Independent Director) – Appointed 30 June 2023 as Chairman
• Kerstin Lopatta (Independent Director) – Appointed 11 October 2024
• Lucile Ribot (Independent Director) – Appointed in 2017 and Chairman from 2022 to June 2023
• Carol Sergeant (Independent Director) – Appointed 13 May 2025

Duties:

The Audit Committee is accountable to the Board and has non-executive responsibility for oversight of and advice to the Board on matters relating to budget, financial reporting, control of financial information, capital and liquidity ratios in support of the Risk Committee, dividend policy, capital allocation policy, management of the Finance function, and internal audit.

The Committee meets with the Statutory Auditors and the Head of Internal Audit in private at least once per year to ensure that there are no unresolved issues or concerns. In order to carry out these duties, the Committee may consult any expert as it deems appropriate.

To find out more about the duties and work of the Audit Committee in 2024, read the 2024 Universal registration document (pages 34 and 35) (PDF 4.42MB).

Nomination & Corporate Governance Committee

Membership:

• Deirdre Hannigan (Independent Director) – Appointed 24 March 2025 as Chairman
• Jean Beunardeau – Appointed in 2021
• Xavier Martiré (Independent Director) – Appointed 24 March 2025
• Carol Sergeant (Independent Director) – Appointed 13 May 2025

Duties:

The Nomination & Corporate Governance Committee reports its activities to the Board and is responsible for leading the processes for Board and Board Committees appointments and for identifying and nominating for the approval of the Board, candidates for appointment to the Board and its committees.

In order to carry out these duties, the Committee may consult any expert as it deems appropriate.

To find out more about the duties and work of the Nomination & Corporate Governance Committee in 2024, read the 2024 Universal registration document (page 36 and 37) (PDF 4.42MB).

Remuneration Committee

Membership:

• Xavier Martiré (Independent Director) – Appointed 24 March 2025 as Chairman
• Carol Sergeant (Independent Director) – Appointed 13 May 2025
• Emmanuelle Vigneron – Appointed 19 July 2024

Duties:

The Remuneration Committee’s main tasks are as follows:

• To consider any matter related to remuneration and to provide advice on remuneration policy and structure to the Board. In particular the Committee considers Executive Directors’ compensation and makes recommendations and proposals to the Board;
• To make recommendations on Directors’ remuneration, in particular on fees sharing;
• To review annually the policy for the compensation of employees, in particular risk takers and other employees subject to specific provisions in this area.

Regarding Executive Directors’ compensation, the Committee’s recommendations are made to the Board after HSBC Holdings plc Remuneration Committee’s approval or are then submitted to the latter.
In order to carry out these duties, the Committee may consult any expert as it deems appropriate.

To find out more about the duties and work of the Remuneration Committee in 2024, read the 2024 Universal registration document (pages 37 and 38) (PDF 4.42MB).

Corporate governance code

As permitted under article L. 22-10-10 of the French Commercial Code, HSBC Continental Europe has decided not to make reference to a corporate governance code worked out by representative business organisations. The reasons for this are threefold:

• As a bank, HSBC Continental Europe is a highly regulated entity, including regarding its corporate governance, and is under the supervision of the European Central Bank, that controls HSBC Continental Europe's compliance with applicable regulation. This ensures that high standards of governance, common to all European banks under the supervision of the European Central Bank, are applied with HSBC Continental Europe.
• HSBC Continental Europe does not have any publicly traded stocks in issuance.
• As a 99.9 per cent owned subsidiary of the HSBC Group, HSBC Continental Europe, like all entities of the HSBC Group, is committed to applying high standards of corporate governance. The HSBC Group has a comprehensive set of principles, policies and procedures, influenced by the UK Corporate Governance Code, which includes requirements in terms of the independence,composition and effectiveness of the Board of Directors, in order to ensure that the HSBC Group is well managed, with appropriate oversight and control. HSBC Continental Europe adhered to these principles, policies and procedures all along 2024.

Continental Europe Executive Committee