HSBC Plans Board Refresh

By Max Colchester 

LONDON-- HSBC Holdings PLC has begun hunting for new nonexecutive directors as part of a shake-up of its board, according to a person familiar with the matter.

The bank has hired MWM Consulting to find nonexecutive directors to replace long-standing board members, according to this person. The list of board members set to depart includes the chairwoman of HSBC North America Holdings, Rona Fairhead, and HSBC's deputy chairman, Simon Robertson, the person said.

HSBC has previously indicated that it would break with tradition and hire a non-employee as its next chairman. That person might be among the candidates it brings in to replace the current nonexecutive directors, the person said.

There is no fixed timetable for the departures or hires.

"In discussions with leading shareholders consulted in the process through which Douglas Flint was appointed chairman in 2010, it was indicated that the board would ensure that there were eligible nonexecutive candidates in place for consideration ahead of the next succession," HSBC said in a recent statement.

The search for board members comes as the bank continues to wrestle with the fallout of a Swiss tax scandal and lackluster financial results. The U.K. bank's Swiss unit has been under the spotlight for years, following the theft of data by a former employee and the opening of a criminal investigation by U.S. authorities into its alleged aiding of tax evasion.

In February, a cache of documents were leaked that media reports said provided new details about the bank's alleged actions. HSBC said at the time that the Swiss private bank has been "completely overhauled."

HSBC also recently lowered its medium-term financial targets. Its costs have increased and economic growth is slowing in Asia, where the bank does much of its business.

Ms. Fairhead, who been on the bank's board since 2004, recently came in for criticism by a British member of Parliament over her role as chairwoman of HSBC's audit and risk committee at the time of the alleged events in Switzerland. Ms. Fairhead, who is also the chair of the British Broadcasting Corp.'s governing body, the BBC Trust, said during a heated hearing with Parliamentary members that she believed that HSBC had put in place the controls necessary to avoid the problems.

In its latest annual report, for 2014, HSBC said Ms. Fairhead's long tenure on the board meant she "doesn't meet the usual criteria for independence," but added that she was "independent in character and judgment." Ms. Fairhead wasn't available to comment.

The annual report said that Mr. Robertson had indicated his intention to retire from the HSBC board at the coming annual general meeting, on April 24, but has agreed to stay on for at least a further year as deputy chairman.

Mr. Robertson is also head of the bank remuneration committee, but is set to be replaced. He attracted criticism for publicly defending Mr. Flint's pay during last year's annual general meeting. Mr. Robertson wasn't available to comment.

Write to Max Colchester at [e-mail]

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