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(Adds details, comments from head of remuneration)
By Steve Slater
LONDON, May 14 (Reuters) - Banking group HSBC Holdings Plc has attempted to head off investor criticism over a newpay plan, capping any share bonus for its Chairman Douglas Flintthis year at 1 million pounds ($1.7 million) and saying it wouldbe a one off.
Under new pay proposals set out in March, HSBC said it couldhave awarded Flint up to 2.25 million pounds worth of shares asan annual bonus in exceptional circumstances.
The bank had said in 2010, when the former finance directorbecame chairman, he would be paid his salary but no bonus andsome investors were concerned about the change in structure.
HSBC said it had met with investors ahead of its annualshareholder meeting on May 23 and had made adjustments to theplan.
Simon Robertson, chairman of the remuneration committee,said in a statement if any award was made this year to Flint itwould reflect changes to his responsibilities since his originalappointment when salaries were set.
"Any award would be made in recognition of the exceptionalcircumstances facing HSBC over the medium term of intenseregulatory change, an increased focus on changing conduct andbehavior and the implementation of enhanced banking standards,"Robertson said.
He said the share bonus would be specific to Flint, and thebank did not intend to make such payments a feature of thechairman's pay over the long-term.
Flint was paid 2.4 million pounds last year. Under thestructure announced in March, he could have received 4.7 millionpounds, but the maximum he can now get is 3.4 million.
HSBC, like many other banks, has changed its pay structurethis year to meet new EU rules that cap bonuses at the level oftheir fixed pay, or double the amount with shareholder approval.
Rivals Standard Chartered Plc and Barclays Plc have faced significant opposition to their pay policiesat recent shareholder meetings.
($1 = 0.5960 British Pounds) (Editing by David Holmes)
