Corporate governance

To find out more about the members and the work of the Board of Directors, read the 2022 Universal registration document (pages 25 to 34).

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:

• Eric Strutz (Independent Director) – Appointed in 2022 as a member and Chairman
• Paule Cellard (Independent Director) – Appointed in 2017
• Deirdre Hannigan (Independent Director) – Appointed 30 June 2023
• 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 2022, read the 2022 Universal registration document (pages 35 and 36).

Audit Committee

Membership:

• Deirdre Hannigan (Independent Director) – Appointed 30 June 2023 as Chairman
• Dominique Perrier (Independent Director) – Appointed in 2019
• Lucile Ribot (Independent Director) – Appointed in 2017 and Chairman from 2022 to June 2023
• Eric Strutz (Independent Director) – Appointed in 2022

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 2022, read the 2022 Universal registration document (pages 34 and 35).

Nomination & Corporate Governance Committee

Membership:

• Arnaud Poupart Lafarge (Independent Director) – Appointed in 2020 as a member and in 2022 as Chairman
• Jean Beunardeau – Appointed in 2021
• Stephen O’Connor – (Independent director) – Appointed in 2022

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 2022, read the 2022 Universal registration document (pages 36 and 37).

Remuneration Committee

Membership:

• Arnaud Poupart Lafarge (Independent Director) – Appointed in 2020 as a member and in 2022 as Chairman
• Ludovic Bénard (Director elected by employees) – Appointed in 2023
• Paule Cellard (Independent Director) – Appointed in 2021

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 2022, read the 2022 Universal registration document (pages 37 and 38).

Corporate governance code

Given the HSBC Continental Europe's specific situation of 99.9 per cent owned subsidiary of the HSBC Group and which capital securities are not admitted to trading on a regulated market, HSBC Continental Europe does not refer to any corporate governance code drawn up by business representative organisations. HSBC Continental Europe, like all entities of the HSBC Group, is committed to apply high standards of corporate governance. The HSBC Group has a comprehensive set of principles, policies and procedures, influenced by the UK Corporate Governance Code and 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 an appropriate oversight and control.

Continental Europe Executive Committee