* HSBC changes pay policy for executive directors
* Change follows shareholder pressure over pay
* Shares in HSBC down 1.4 percent at 1215 GMT
* Follows investor pay activism at other FTSE firms (Adds comments on Brexit, reduction in international footprint)
By Lawrence White and Sinead Cruise
LONDON, April 22 (Reuters) - HSBC changed its paypolicy for executive directors on Friday, bowing to shareholderconcerns triggered by a drop in the bank's share price andworries over its dividend.
The overhaul of HSBC's pay, which it said would lower themaximum amount its executive directors could earn by 7 percent,follows investor revolts at BP and Anglo American over remuneration policies.
Europe's biggest bank told shareholders at its annualmeeting in London on Friday that it would cut the amount of cashgiven to executive directors in lieu of a pension from 50percent to 30 percent of their base salary.
It will also make long-term incentives subject to a threeyear forward-looking performance period, in line with other FTSE companies.
At the meeting, 96 percent of shareholders who votedapproved the new measures which had been proposed earlier.
"We had expected that the Remuneration Policy you approvedback in 2014 would not need to be refreshed until it expirednext year," Chairman Douglas Flint told them before the vote.
"However, regulatory changes as well as responding toshareholder feedback have caused us to make some revisions tothis," he said.
HSBC also said it could be forced to restructure itswholesale operations in the UK if Britain voted to leave theEuropean Union in June's referendum.
"Our own economic research is very clear about theadvantages of Britain being at the heart of a reformed EU,"Flint said. "We believe that the UK would enter a period ofgreat economic uncertainty in the event of a vote to leave."
U.S. LICENSE
Flint said the bank was doing everything it had promised todo to avoid the loss of its U.S. banking license, followingalleged failures to impress a monitor supervising a reboot ofits anti-money laundering (AML) compliance program.
In 2012, HSBC was fined $1.9 billion by the U.S. government,who said it had become a "preferred financial institution" fordrug cartels and money launderers and had conducted transactionsfor customers in several countries subject to U.S. sanctions.
"The DOJ (Department of Justice) in its most recent letterwould echo that although HSBC has made significant progress, thebank continues to face significant challenges in implementingAML prevention," Flint said in response to an investor'squestion at the meeting.
"So we have work to do but at same time, the DOJ said that,overall, HSBC continues to take significant steps."
The chairman also sought to play down the bank's links tothe "Panama Papers" scandal, which exposed the role played byscores of global banks in helping clients hide wealth insecretive offshore companies.
Flint said that less than 5 percent of 2,000 offshorestructures it helped to create still existed. (Additional reporting by Andrew MacAskill; Editing by RachelArmstrong and Alexander Smith)