TIDMHSBA
RNS Number : 2148M
HSBC Holdings PLC
10 January 2023
On 10 January 2023, HSBC submitted the below announcement to the
Stock Exchange of Hong Kong Limited regarding waivers from strict
compliance with Rules 17.03A, 17.07 and 17.09 of the amended
Chapter 17 of the Rules Governing the Listing of Securities in
relation to HSBC Employee Share Plans.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange
of Hong Kong Limited take no responsibility for the contents of
this document, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this document.
Hong Kong Stock Code: 5
10 January 2023
HSBC HOLDINGS PLC
WAIVERS FROM STRICT COMPLIANCE WITH RULES 17.03A, 17.07 and
17.09: EMPLOYEE SHARE PLANS
1. Introduction
HSBC Holdings plc (the "Company") has applied for, and The Stock
of Exchange of Hong Kong Limited (the "Exchange") has granted,
certain waivers to the Company from strict compliance with Rules
17.03A, 17.07 and 17.09 of the amended Chapter 17 of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong
Kong Limited (the "Listing Rules") (such amendments took effect on
1 January 2023).
The amendments expand the application of Chapter 17 of the
Listing Rules to all share plans operated by an issuer (rather than
only to share option plans) and introduce various new requirements
relating to share plans. All references in this announcement are to
the Listing Rules as amended.
Rule 17.03A states that the participants of a share plan may
only comprise employee participants, related entity participants or
service providers (known as "eligible participants"). Former
employees are not considered eligible participants under Rule
17.03A.
Rule 17.07 requires the issuer to include a table of specified
summary information (including the particulars of the awards or
options granted) in their interim and annual report for any options
and awards granted and to be granted to a list of specified persons
(including, among others, directors, chief executives, substantial
shareholders on an individual basis and employee participants,
related entity participants and service providers by category).
Rule 17.09 requires the issuer to include in their annual report
a summary of each share plan with certain specified information
(including but not limited to the purpose and participants of the
plan, as well as details of the awards).
2. Waiver from strict compliance with Rule 17.03A
2.1 Background
Under the HSBC Share Plan 2011 (the "2011 Plan"), the Company is
able to grant share awards to former employees of the Company and
its subsidiaries (the "Group") in various circumstances to comply
with legal and regulatory requirements.
One example would be the UK's Prudential Regulation Authority's
("PRA") requirements under their remuneration rules ("Remuneration
Rules") relating to the deferral of variable remuneration. Under
the Remuneration Rules, the Company must deliver variable
remuneration in the form of deferred share awards for certain
individuals. As the Remuneration Rules do not make a distinction
between current and former employees, the Company needs the
flexibility to grant awards to employees who may have left the
Company.
2.2 Reasons for the waiver
Rule 17.03A does not allow for grants of awards under share
plans to former employees. Awards can only be granted to the
eligible participants referred to above. The Company would not be
allowed to grant awards to former employees under the 2011 Plan to
meet legal and regulatory requirements without the grant of a
waiver from strict compliance with Rule 17.03A.
2.3 Terms of the waiver
The Exchange has granted the waiver from strict compliance with
Rule 17.03A such that the Company can grant options and awards
under the 2011 Plan to former employees of the Group in tightly
defined circumstances, meaning grants for the purpose of ensuring
compliance with various legal and/or regulatory requirements that
the Group may be subject to from time to time.
3. Waiver from strict compliance with Rules 17.07 and 17.09
3.1 Background
Under Rules 17.07 and 17.09, the Company must provide certain
summary information relating to both the share plans and the awards
under the plans in its interim and annual report. In a waiver dated
24 December 2010 (the "2010 Waiver"), the Exchange allowed the
Company to issue a separate document containing this information
(in the context of its option plans) instead of including it in its
interim or annual report. This waiver was subject to various
conditions, notably that details of any options granted to
directors must be included in the document, the full details
required by Rules 17.07 and 17.09 must be accessible on the
Company's website and the information must be accessible to
shareholders upon request.
The updated Chapter 17 now applies to all share plans and is not
limited to option plans. Further, Rules 17.07 and 17.09 have been
expanded to include new requirements relating to the disclosure of
specified information (such as vesting periods) and participants
(such as descriptions by category for eligible participants).
3.2 Reasons for the waiver
As the 2010 Waiver only related to descriptions of option grants
and their associated plans, the Company requested a waiver from
strict compliance with Rules 17.07 and 17.09 so that it could
continue to issue a separate document with descriptions of any
awards granted under the Company's share plans.
3.3 Terms of the waiver
The waiver was granted subject to the following conditions:
(1) the Company must disclose in its directors' remuneration
report within the annual report (or the additional information
section of the interim report) details of the options and awards
granted to directors (and connected persons, if any) in a manner
which complies with Rules 17.07 and 17.09; and
(2) the full details required under Rules 17.07 and 17.09 will
be provided on both the Company's website and the Exchange's
website together with the annual/interim report, and such
information will be sent to the shareholders on request.
The aforementioned waivers are granted on the condition that the
Company discloses details of the waivers in its announcement and/or
annual report.
For and on behalf of
HSBC Holdings plc
Aileen Taylor
Group Company Secretary and Chief Governance Officer
The Board of Directors of HSBC Holdings plc as at the date of
this announcement comprises: Mark Tucker*, Noel Quinn, Geraldine
Buckingham , Rachel Duan , Georges Elhedery, Carolyn Julie
Fairbairn , James Anthony Forese , Steven Guggenheimer , José
Antonio Meade Kuribreña , Eileen K Murray , David Nish and Jackson
Tai .
* Non-executive Group Chairman
Independent non-executive Director
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END
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January 10, 2023 04:30 ET (09:30 GMT)
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