Report
Expert Corporate Governance Service (ECGS)
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HSBC April 12th, 2019

Item 3: Approve the Remuneration Policy

There are serious ongoing concerns with the policy.  First, the company's use of a fixed share award appears to have been implemented in order to circumvent the bonus cap imposed upon the banking industry as introduced in 2014 by the CRD IV directive and serves to substantially increase fixed pay.  Additionally, the company sets and discloses bonus targets retroactively, which means that the bonus does not serve to incentivize performance.  

Item 7: Approve political donations.

The authority requested is twice common market practice and exceeds ECGS guidelines.

Item 17:  To request that the Board abolish or remedy the unfair discriminatory practice of taking state deduction from pensions paid to members of the post 1974 Midland Bank pension scheme  

The shareholders' concerns center around the structure of the 1974 pension scheme, which they feel is unethical, with the nature of its structure penalising employees, as calculations are linked to years served, not salary. The shareholders have stated that the Companyns communication was unclear, disproportionately affected women as the majority of lower paid staff were women, and pension promises have gone unfulfilled.  The main problem appears to have been the use of misleading terminology for over 40 years, in which the Company incorrectly stated they had a mgold plated 2/3rd final salary scheme.

The shareholders are supported by a campaign group with 10,000 members, both MPns and Peers, and UNITE the union. An mAll Party Parliamentary Groupnhas been established to further the campaign and investigations by the Equalities Commission have been initiated. 

Employees are significant stakeholders in any corporation.  Employee pension plans are an important part of employee motivation and retention, as well as being an essential part of being a responsible business. 

Furthermore, as noted by the shareholders, the  public progress that this issue has already made rinvolving MPns and Peers, amongst others - does have the potential to have a notable impact on the Companyns reputation which, without a concise and effectual resolution, has the potential to grow further. This can then lead to longer-term negative impact on the Companyns financial performance, with the potential for greater impact than agreeing to this initial solution.

Underlying
HSBC Holdings PLC (UK Reg)

HSBC Holdings is a financial services holding company. Through its subsidiaries, Co. operates four businesses: Retail Banking and Wealth Management, which serves customers through four businesses: Retail Banking, Wealth Management, Asset Management, and Insurance; Commercial Banking, which provides working capital, term loans, payment services, and international trade facilitation; Global Banking and Markets, which delivers a range of transaction banking, financing, advisory, capital markets, and risk management services; and Global Private Banking, which provides a range of private banking services. At Dec 31 2017, Co. had total assets of US$2.52 trillion and deposits of US$69.92 trillion.

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Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Expert Corporate Governance Service (ECGS)

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