HSBC : 2021 AGM results announcement - English (PDF 352KB)

28 May 2021

HSBC Holdings plc

Poll results of 2021 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 7, 10 and 12 were passed as ordinary resolutions and resolutions 8, 9, 11 and 13 to 15 were passed as special resolutions.

In line with the Board's recommendation, resolution 16 was not passed.

The following table shows the votes cast on each resolution:

	VOTES	% OF	VOTES	% OF	VOTES	% OF	VOTES
	FOR	VOTES	AGAINST	VOTES	TOTAL	ISC	WITHHELD
		CAST		CAST		VOTED*
1. To receive the Annual
Report and Accounts 2020	8,975,639,562	98.47	139,733,519	1.53	9,115,373,081	44.63%	42,542,124
2. To approve the Directors'
Remuneration Report	8,898,898,415	97.30	246,557,676	2.70	9,145,456,091	44.77%	12,404,292
3. (a) To elect James Forese
as a Director	9,001,158,881	98.39	146,846,467	1.61	9,148,005,348	44.79%	8,063,224
3.(b) To elect Steven
Guggenheimer as a	9,001,270,911	98.39	146,863,813	1.61	9,148,134,724	44.79%	7,936,528
Director
3.(c) To elect Eileen Murray
as a Director	9,074,179,751	99.19	74,549,741	0.81	9,148,729,492	44.79%	7,340,086
3. (d) To re-elect Irene Lee as
a Director	8,806,744,612	96.25	342,711,481	3.75	9,149,456,093	44.79%	6,615,719
3.(e) To re-elect Dr José
Antonio Meade	8,997,888,508	98.35	150,828,671	1.65	9,148,717,179	44.79%	7,352,383
Kuribreña as a Director
3.(f) To re-elect David Nish
as a Director	8,887,215,064	97.14	261,827,764	2.86	9,149,042,828	44.79%	7,026,734
3.(g) To re-elect Noel Quinn
as a Director	9,115,892,860	99.63	33,640,396	0.37	9,149,533,256	44.79%	6,535,389
3.(h) To re-elect Ewen
Stevenson as a Director	9,107,594,754	99.55	41,255,334	0.45	9,148,850,088	44.79%	7,218,759

HSBC Holdings plc

Registered Office and Group Head Office:

8 Canada Square, London E14 5HQ, United Kingdom Web: www.hsbc.com

Incorporated in England with limited liability. Registered in England: number 617987

		VOTES	% OF	VOTES	% OF	VOTES	% OF	VOTES
		FOR	VOTES	AGAINST	VOTES	TOTAL	ISC	WITHHELD
			CAST		CAST		VOTED*
3.(i)	To re-elect Jackson Tai
	as a Director	8,971,052,787	98.06	177,893,333	1.94	9,148,946,120	44.79%	7,117,053
3.(j)	To re-elect Mark E
	Tucker as a Director	8,755,791,196	95.70	393,741,046	4.30	9,149,532,242	44.79%	6,537,004
3.(k) To re-elect Pauline van
	der Meer Mohr as a	8,985,364,554	98.31	154,426,855	1.69	9,139,791,409	44.75%	16,280,316
	Director
4.	To re-appoint
	PricewaterhouseCoopers
	LLP as Auditor of the	9,039,485,981	98.78	111,997,771	1.22	9,151,483,752	44.80%	6,362,355
	Company
5.	To authorise the Group
	Audit Committee to
	determine the
	remuneration of the	9,118,334,348	99.68	29,087,713	0.32	9,147,422,061	44.78%	10,392,073
	Auditor
6.	To authorise the
	Company to make	8,827,558,809	97.32	242,722,442	2.68	9,070,281,251	44.41%	87,469,065
	political donations
7.	To authorise the
	Directors to allot shares	8,736,425,791	95.47	414,575,997	4.53	9,151,001,788	44.80%	6,857,093
8.	To disapply pre-emption
	rights (special resolution)	9,005,142,084	98.44	142,482,468	1.56	9,147,624,552	44.78%	10,217,030
9.	To further disapply pre-
	emption rights for
	acquisitions (special	8,760,225,065	95.76	387,859,876	4.24	9,148,084,941	44.79%	9,768,042
	resolution)
10.	To authorise the
	Directors to allot any	8,968,181,589	98.03	180,399,679	1.97	9,148,581,268	44.79%	9,281,435
	repurchased shares
11.	To authorise the
	Company to purchase its
	own ordinary shares	9,008,975,373	98.90	99,910,779	1.10	9,108,886,152	44.59%	48,970,855
	(special resolution)
12.	To authorise the
	Directors to allot equity
	securities in relation to
	Contingent Convertible	8,916,564,970	97.45	232,944,859	2.55	9,149,509,829	44.79%	8,347,135
	Securities
13.	To disapply pre-emption
	rights in relation to the
	issue of Contingent
	Convertible Securities	8,850,179,018	96.75	297,690,677	3.25	9,147,869,695	44.79%	9,986,035
	(special resolution)
14.	To call general meetings
	(other than an AGM) on
	14 clear days' notice	8,486,756,732	92.74	664,797,296	7.26	9,151,554,028	44.80%	6,308,163
	(special resolution)
15.	Climate change
	resolution (special	9,090,908,610	99.71	26,823,124	0.29	9,117,731,734	44.64%	40,097,856
	resolution)
16.	Shareholder
	requisitioned resolution
	regarding the Midland
	Bank defined benefit
	pension scheme (special	409,529,723	4.53	8,623,769,555	95.47	9,033,299,278	44.22%	124,553,703
	resolution)

• based on total issued share capital (the "ISC") (excluding 325,273,407 ordinary shares held in treasury) as at 12.01am (London time) on Thursday 27 May 2021.

2. Board & Committee Changes

Laura Cha, Henri de Castries and Heidi Miller retired from the Board at the conclusion of the AGM. For the purposes of section 430(2B) of the Companies Act 2006, they will each receive their pro-rata entitlement to non-executive director fees for the month of May 2021 and are not entitled to any payments for loss of office.

The following changes to the Committee structure took effect from the conclusion of the AGM:

• Laura Cha, Henri de Castries and Heidi Miller stepped down from the Committees of which they were members following their retirement from the Board;
• Eileen Murray stepped down as a member of the Group Audit Committee;
• Pauline van der Meer Mohr stepped down as a member of the Group Risk Committee;
• Irene Lee stepped down as a member of the Group Remuneration Committee; and
• Dr José Antonio Meade Kuribreña was appointed as an additional member of the Group Remuneration Committee.

Accordingly, at the conclusion of the 2021 AGM, the composition of the principal Board committees will be as follows:

		Group	Nomination &
Group Audit	Group Risk	Corporate
Remuneration
Committee	Committee1	Governance
Committee1,2
		Committee1
David Nish	Jackson Tai	Pauline van der	Mark Tucker
(Chair)	(Chair)	Meer Mohr (Chair)	(Chair)
James Forese	Steven	James Forese	James Forese
Jackson Tai	Guggenheimer	Dr José Antonio	Steven
Pauline van der	Dr José Antonio	Meade Kuribreña	Guggenheimer
Meade Kuribreña
Meer Mohr			Irene Lee
	Eileen Murray		Dr José Antonio
	David Nish		Meade Kuribreña
			Eileen Murray
			David Nish
			Jackson Tai
			Pauline van der
			Meer Mohr

1. The Company announced earlier in the year that Dame Carolyn Fairbairn and Rachel Duan will be joining the Board on 1 September 2021. They will both become members of the Group Remuneration Committee and Nomination & Corporate Governance Committee. Dame Carolyn Fairbairn will also become a member of the Group Risk Committee.
2. David Nish stepped down from the Group Remuneration Committee on 23 February 2021.

3. Other

• Computershare Investor Services PLC, the Company's Share Registrar, acted as scrutineer of the poll on all resolutions.
• Copies of the resolutions passed at the AGM (other than resolutions concerning ordinary business) have been submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing
  Authority's National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
• As at 12.01am (London time) on Thursday 27 May 2021, 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 20,426,038,216, which excludes 325,273,407 ordinary shares held 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 13.40 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 at the time of this announcement, the following are Directors of the Company: Mark Tucker*, Noel Quinn, James Anthony Forese† , Steven Guggenheimer† , Irene Lee† , José Antonio Meade Kuribreña† , Eileen K Murray† , David Nish† , Ewen Stevenson, Jackson Tai† and Pauline van der Meer Mohr† .

* 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