The following is the text of an
announcement released to the Stock Exchange of Hong Kong Limited on
19 August 2024 pursuant to rules 17.06A, 17.06B and 17.06C of the
Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited:
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.
19 August 2024
(Hong Kong Stock Code: 5)
HSBC HOLDINGS PLC
GRANT OF CONDITIONAL AWARDS
This announcement is made pursuant to Rules 17.06A,
17.06B and 17.06C of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited.
On 15 August 2024, HSBC Holdings plc (the
"Company") granted
conditional awards ("Awards") to directors, employees and
former employees to subscribe for a total of 1,723,807 ordinary
shares of US$0.50 each of the Company ("Shares") under the HSBC Share Plan 2011
(the "Plan").
The following are the details of the grants:
Grants to
Directors:
|
Name of grantee
|
Noel Quinn
|
|
Relationship between the grantee and the Company
|
Director of the Company
|
|
Number of shares under Awards
|
46,219
Individual tax liabilities in respect of the vesting
of the Awards were satisfied in cash. The number of Shares is
therefore net of tax.
|
|
Closing market price of the ordinary shares on the
London Stock Exchange on the date of grant
|
GBP 6.558
|
|
Purchase price of Awards granted
|
GBP 0
|
|
Vesting period of the Awards
|
Fixed Pay Allowance awards ("FPA Awards") are
delivered in immediately vested shares subject to a retention
period and released on a pro-rata basis over 5 years, starting from
March 2025.
The Company views it as appropriate for the FPA
Awards to vest immediately and not to be subject to a vesting
period for two reasons:
(1) that FPA Awards form part of fixed pay
rather than variable pay and vesting conditions would not normally
apply to fixed pay; and
(2) the FPA Awards are subject to a retention
period, during which time the Directors cannot sell the shares,
which has the same effect as a vesting period.
|
|
Performance Targets and Clawback
|
The FPA Awards are not subject to performance
conditions as they form part of the director's Fixed Pay.
The FPA Awards are not subject to clawback as they
form part of the director's Fixed Pay.
|
|
Arrangements for the Company or a subsidiary to
provide financial assistance to the grantees
|
None
|
|
|
|
Name of grantee
|
Georges Elhedery
|
|
Relationship between the grantee and the Company
|
Director of the Company
|
|
Number of shares under Awards
|
29,498
Individual tax liabilities in respect of the vesting
of the Awards were satisfied in cash. The number of Shares is
therefore net of tax.
|
|
Closing market price of the ordinary shares on the
London Stock Exchange on the date of grant
|
GBP 6.558
|
|
Purchase price of Awards granted
|
GBP 0
|
|
Vesting period of the Awards
|
FPA Awards are delivered in immediately vested shares
subject to a retention period and released on a pro-rata basis over
5 years, starting from March 2025.
The Company views it as appropriate for the FPA
Awards to vest immediately and not to be subject to a vesting
period for two reasons:
(1) that FPA Awards form part of fixed pay
rather than variable pay and vesting conditions would not normally
apply to fixed pay; and
(2) the FPA Awards are subject to a retention
period, during which time the Directors cannot sell the shares,
which has the same effect as a vesting period.
|
|
Performance Targets and Clawback
|
The FPA Awards are not subject to performance
conditions as they form part of the director's Fixed Pay.
The FPA Awards are not subject to clawback as they
form part of the director's Fixed Pay.
|
|
Arrangements for the Company or a subsidiary to
provide financial assistance to the grantees
|
None
|
|
Grants to other grantees:
|
|
|
Category of grantee
|
Employees and former employees
|
|
Number of shares under
Awards
|
1,648,090
|
|
Closing market price of the ordinary shares on the
London Stock Exchange on the date of grant
|
GBP 6.558
|
|
Purchase price of Awards granted
|
GBP 0
|
|
Vesting period of the Awards
|
Under the HSBC Group-wide deferral policy, vesting
occurs over a three year period with 33% vesting on the first and
second anniversaries of grant and 34% on the third anniversary.
Group and local Material Risk Takers may be subject
to longer vesting periods of up to seven years, as required under
the relevant remuneration regulations. Awards may be subject to a
six- or 12-month retention period following vesting.
Immediately vested share awards may be subject to a
six- or 12-month retention period following vesting.
The Company views it as appropriate for the
immediately vested share awards to vest immediately and not to be
subject to a vesting period for two reasons:
1) The immediately vested share award is
a non-deferred portion of the Material Risk Takers remuneration,
which must be partly delivered in shares to comply with UK
regulation; each employee will also be granted a deferred share
award for which the vesting schedule is noted above.
2) The immediately vested share award is
subject to a retention period of six- or 12-months, during which
time the shares cannot be sold.
The vesting period for certain other awards will
align to the completion of the relevant project for which the Award
was granted.
The vesting period for buy-out awards for new hires
generally mirror those of the forfeited awards from the previous
employer. Where the forfeited award was subject to a post vesting
retention period, a retention period will be applied to the buy-out
award.
|
|
Performance Targets and Clawback
|
Certain awards are subject to the completion of a
strategically important project.
No performance targets apply to any other Plan Awards
on the basis that the Awards are a form of deferred bonus to meet
regulatory requirements in the UK. Performance targets instead
attach to the initial award of the Variable Pay.
Buy-out awards are subject to clawback where the
forfeited award of the relevant employee's former employer was
subject to clawback. Where the employee's forfeited award was not
subject to clawback, no clawback terms are applied to the
replacement HSBC award.
Clawback applies to all other Plan Awards in line
with the Company's regulatory obligations as set out in the
Company's internal clawback policy.
|
|
Arrangements for the Company or a subsidiary to
provide financial assistance to the grantees
|
None
|
|
Number of shares available for future grant under the
plan mandate
|
The Plan is subject to two limits on the number of
Shares committed to be issued under all Plan Awards:
1. 10% of the ordinary share capital of
the Company in issue immediately before that day, less the number
of Shares which have been issued, or may be issued, to satisfy
Awards under the Plan, or options or awards under any other
employee share plan operated by the Company granted in the previous
10 years. The number of Shares available to issue under this limit
is 981,443,023.
2. 5% of the ordinary share capital of
the Company in issue immediately before that day, less the number
of Shares which have been issued, or may be issued, to satisfy
Awards under the Plan. The number of Shares available to issue
under this limit is 266,018,966.
|
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:
Sir 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
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