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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
| VOTESFOR | % OF VOTES CAST | VOTESAGAINST | % OF VOTES CAST | VOTESTOTAL | % OF ISC VOTED*
| VOTESWITHHELD |
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
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