Interim Report - 26 of 28

RNS Number : 9205L

HSBC Holdings PLC

16 August 2013

 



Shareholder information

1.. Directors' interests ...........................................	266		8 Interim Management Statement .......................	272
2.. Employee share plans .......................................	269		9 Final results ......................................................	272
3.. Notifiable interests in share capital ...................	271		10 Corporate governance ......................................	272
4.. Dealings in HSBC Holdings shares .....................	271		11 Going concern basis ..........................................	273
5.. First interim dividend for 2013 .........................	271		12 Telephone and online share dealing service ......	273
6.. Second interim dividend for 2013 ......................	271		13 Stock symbols ..................................................	273
7.. Proposed interim dividends for 2013 .................	272		14 Copies of Interim Report 2013 and shareholder enquiries and communications ..........................	274

1      Directors' interests

According to the register of Directors' interests maintained by HSBC Holdings pursuant to section 352 of the Securities and Futures Ordinance of Hong Kong, the Directors of HSBC Holdings at 30 June 2013 had the following interests, all beneficial unless otherwise stated, in the shares and loan capital of HSBC and its associated corporations:

Directors' interests - shares and loan capital

				At 30 June 2013
	At    1 January              2013			Beneficial           owner		Child      under 18     or spouse		Jointly              with        another          person		Trustee		Total      interests1
HSBC Holdings ordinary shares
J D Coombe ..................................	22,387			22,766		-		-		-		22,766
J Faber ..........................................	-			10,605		-		-		-		10,605
R A Fairhead ................................	21,300			-		-		21,660		-		21,660
D J Flint .......................................	350,488			392,288		-		-		-		392,288
S T Gulliver ..................................	2,730,477			2,553,592		176,885		-		-		2,730,477
W S H Laidlaw ..............................	33,668			32,797		-		-		1,4162		34,213
J P Lipsky3 ...................................	15,000			15,000		-		-		-		15,000
I J Mackay ...................................	118,813			65,130		-		-		-		65,130
Sir Simon Robertson .....................	177,236			9,646		-		-		167,7502		177,396
	US$			US$		US$		US$		US$		US$
HSBC Holdings - 6.5% Subordinated Notes 2036
L M L Cha ...................................	300,000			300,000		-		-		-		300,000
	RMBm		RMBm			RMBm		RMBm		RMBm		RMBm
HSBC Bank plc 2.875% Notes 2015
J Faber4 .......................................	5.1		5.1			-		-		-		5.1
	€		€			€		€		€		€
HSBC Capital Funding (Euro 2) L.P. 5.3687% Preferred Securities 2014
R Fassbind ...................................	500,000		-			-		-		-		-
	US$		US$			US$		US$		US$		US$
HSBC Capital Funding (Dollar 2) L.P. 4.61% Non-cumulative Step-up Perpetual Preferred Securities
R Fassbind ...................................	500,000		-			-		-		-		-

1  Details of executive Directors' other interests in HSBC Holdings ordinary shares arising from the HSBC Holdings savings-related share option plans, the HSBC Share Plan and the HSBC Share Plan 2011 are set out on the following pages. At 30 June 2013, the aggregate interests under the Securities and Futures Ordinance of Hong Kong in HSBC Holdings ordinary shares, including interests arising through employee share plans, were: D J Flint - 442,393; S T Gulliver - 4,827,231; and I J Mackay - 662,271. Each Director's total interests represent less than 0.03% of the shares in issue.

2  Non-beneficial.

3  Interest in 3,000 listed American Depositary Shares ('ADS'), which are categorised as equity derivatives under Part XV of the Securities and Futures Ordinance of Hong Kong. Each ADS represents five HSBC Holdings ordinary shares.

4  Non-beneficial interest in renminbi (RMB)1.2m 2.875% Notes 2015.

Savings-related share option plans, the HSBC Share Plan and the HSBC Share Plan 2011

HSBC Holdings savings-related share option plans

HSBC Holdings ordinary shares

	Date of             award		Exercise      price (£)						Held at          1 Jan           2013		Held at        30 Jun           2013
					Exercisable
					from1		until
D J Flint .........................................	25 Apr 2007		6.1760		1 Aug 2012		31 Jan 2013		2,650		-
D J Flint ........................................	24 Apr 2012		4.4621		1 Aug 2015		31 Jan 2016		2,016		2,016

The HSBC Holdings savings-related share option plans are all-employee share plans under which eligible HSBC employees may be granted options to acquire HSBC Holdings ordinary shares. For options granted under the HSBC Holdings savings-related share option plans prior to 2013 employees contribute up to £250 (or equivalent) each month over a period of one, three or five years which may be used on the first, third or fifth anniversary of the commencement of the relevant savings contract, at the employee's election, to exercise the options. The plans help align the interests of employees with the creation of shareholder value. The options were awarded for nil consideration and are exercisable at a 20% discount to the average market value of the ordinary shares on the five business days immediately preceding the invitation date. There are no performance criteria conditional upon which the outstanding options are exercisable and there have been no variations to the terms and conditions since the awards were made. The market value per ordinary share at 30 June 2013 was £6.82. The highest and lowest market values per ordinary share during the period were £7.70 and £6.56. Market value is the mid-market price derived from the London Stock Exchange Daily Official List on the relevant date. Under the Securities and Futures Ordinance of Hong Kong, the options are categorised as unlisted physically settled equity derivatives.

1  May be advanced to an earlier date in certain circumstances, e.g. retirement.

Awards of Restricted Shares

HSBC Share Plan

HSBC Holdings ordinary shares

			Year in		Awards		Awards made during				Awards vested during				Awards
			which		held at		period				period				held at
	Date of		awards		1 Jan				Monetary				Monetary		30 Jun
	award		may vest1		2013		Number		value		Number		value		20132
									£000				£000
D J Flint ................	1 Mar 2010		2011-2013		116,700		-		-		116,7003		829		-
	15 Mar 2011		2012-2014		94,569		-		-		47,2804		340		48,089
S T Gulliver ...........	1 Mar 2010		2011-2013		500,148		-		-		500,1483		3,551		-
	15 Mar 2011		2012-2014		585,436		-		-		292,6924		2,107		297,694
I J Mackay .............	1 Mar 2010		2011-2013		21,868		-		-		21,8683		155		-
	15 Mar 2011		2012-2014		25,513		-		-		12,7564		92		12,973

Vesting of Restricted Share awards is normally subject to the Director remaining an employee on the vesting date. The vesting date may be advanced to an earlier date in certain circumstances, e.g. death. Under the Securities and Futures Ordinance of Hong Kong, interests in Restricted Share awards are categorised as the interests of a beneficial owner.

1  33% of the award vests on each of the first and second anniversaries of the date of the award, with the balance vesting on the third anniversary of the date of the award. In the case of the awards granted on 15 March 2011 the shares (net of tax) are subject to a six month retention period following each vesting date.

2  Includes additional shares arising from scrip dividends.

3  At the date of vesting, 4 March 2013, the market value per share was £7.10. The market value per share on the date of the award, 1 March 2010, was £6.82.

4  At the date of vesting, 15 March 2013, the market value per share was £7.20. The market value per share on the date of the award, 15 March 2011, was £6.46.

Awards of Restricted Shares

HSBC Share Plan 2011

HSBC Holdings ordinary shares

			Year in		Awards		Awards made during period				Awards vested during period				Awards
			which		held at										held at
	Date of		awards		1 Jan				Monetary				Monetary		30 Jun
	award		may vest		2013		Number		value		Number		value		20131
									£000				£000
S T Gulliver ...........	12 Mar 20122		2013-2015		243,078		-		-		80,214		585		165,618
	11 Mar 20133		2013		-		52,917		389		52,917		389		-
	11 Mar 20134		2018		-		79,375		583		-		-		80,717
I J Mackay .............	12 Mar 20122		2013-2015		122,390		-		-		40,390		294		83,388
	11 Mar 20133		2013		-		36,582		269		36,582		269		-
	11 Mar 20134		2018		-		54,874		403		-		-		55,801

Vesting of Restricted Share awards is normally subject to the Director remaining an employee on the vesting date. The vesting date may be advanced to an earlier date in certain circumstances, for example, death. Under the Securities and Futures Ordinance of Hong Kong, interests in Restricted Share awards are categorised as the interests of a beneficial owner.

1  Includes additional shares arising from scrip dividends.

2  At the date of the award, 12 March 2012, the market value per share was £5.56. 50% of these deferred awards are subject to a six month retention period upon vesting. 33% of the award vested on 12 March 2013 and on that date, the market value per share was £7.29. 33% of the award will vest on the second anniversary of the date of the award, with the balance vesting on the third anniversary.

3  The non-deferred award vested immediately on 11 March 2013 and the shares (net of tax) are subject to a six month retention period. At the date of vesting, the market value per share was £7.35.

4  Vesting of these awards is subject to satisfactory completion of the Deferred Prosecution Agreement with the US Department of Justice.

Conditional awards under the Group Performance Share Plan ('GPSP')

HSBC Share Plan 2011

HSBC Holdings ordinary shares

	Date of             award		Year in             which            awards        may vest		Awards          held at            1 Jan              2013		Awards made during period1				Awards          held at          30 Jun              20132
									Monetary
							Number		value
									£000
S T Gulliver ..............................	23 Jun 2011	2011	2016		415,270		-		-		422,292
	12 Mar 2012	2011	2017		704,583		-		-		716,496
	11 Mar 2013		2018		-		407,055		2,991		413,937
I J Mackay ...............................	23 Jun 2011	2011	2016		116,099		-		-		118,062
	12 Mar 2012	2011	2017		131,522		-		-		133,746
	11 Mar 2013		2018		-		189,959		1,396		193,171

The GPSP is the long-term incentive plan under the HSBC Share Plan 2011. Vesting of GPSP awards is normally subject to the Director remaining an employee on the vesting date. Any shares (net of tax) which the Director becomes entitled to on the vesting date are subject to a retention requirement until cessation of employment. Under the Securities and Futures Ordinance of Hong Kong, interests in awards are categorised as the interests of a beneficial owner.

1  At the date of award, 11 March 2013, the market value per share was £7.35.

2  Includes additional shares arising from scrip dividends.

No Directors held any short position as defined in the Securities and Futures Ordinance of Hong Kong in the shares and loan capital of HSBC Holdings and its associated corporations. Save as stated above, none of the Directors had an interest in any shares or debentures of HSBC Holdings or any associated corporation at the beginning or at the end of the period, and none of the Directors or members of their immediate families were awarded or exercised any right to subscribe for any shares or debentures in any HSBC corporation during the period. Since the end of the period, the interests of each of the following Directors have increased by the number of HSBC Holdings ordinary shares shown against their name:

Increase in Directors' interests since 30 June 2013

HSBC Holdings ordinary shares

	Beneficial          owner
J D Coombe ............................................................................................................................................................	2041
D J Flint .................................................................................................................................................................	5342
S T Gulliver ............................................................................................................................................................	18,7973
W S H Laidlaw ........................................................................................................................................................	2941
I J Mackay .............................................................................................................................................................	5,3513
Sir Simon Robertson ...............................................................................................................................................	861

1  Scrip dividend.

2  Comprises the automatic reinvestment of dividend income by an Individual Savings Account manager (56 shares), the acquisition of shares in the HSBC Holdings UK Share Incentive Plan through regular monthly contributions (17 shares), the automatic reinvestment of dividend income on shares held in the HSBC Holdings UK Share Incentive Plan (30 shares) and scrip dividends on Restricted Share awards granted under the HSBC Share Plan (431 shares).

3  Comprises scrip dividend on Restricted Share awards and GPSP awards granted under the HSBC Share Plan and HSBC Share Plan 2011.

2     Employee share plans

Share options and discretionary awards of shares are granted under HSBC share plans to help align the interests of employees with those of shareholders. The following are particulars of outstanding options, including those held by employees working under employment contracts that are regarded as 'continuous contracts' for the purposes of the Hong Kong Employment Ordinance. The options were granted for nil consideration. No options have been granted to substantial shareholders, suppliers of goods or services, or in excess of the individual limit for each share plan. No options were cancelled by HSBC during the period. No discretionary share options have been granted under the HSBC Share Plan 2011, which replaced the HSBC Share Plan on 27 May 2011.

A summary for each plan of the total number of the options which were granted, exercised or lapsed during the period is shown in the following tables. Further details required to be disclosed pursuant to Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited are available on our website at www.hsbc.com by selecting 'Investor Relations', then 'Governance' then 'Share Plans', and on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk or can be obtained upon request from the Group Company Secretary, 8 Canada Square, London E14 5HQ. Particulars of options held by Directors of HSBC Holdings are set out on page 266.

All-employee share plans

The HSBC Holdings Savings-Related Share Option Plan and the HSBC Holdings Savings-Related Share Option Plan: International are all-employee share plans under which eligible employees have been granted options to acquire HSBC Holdings ordinary shares. There will be no further grant of options under the HSBC Holdings Savings-Related Share Option Plan: International. It is planned to commence the launch of a new international all-employee share plan in the third quarter of 2013.

For options granted under the all-employee share plans prior to 2013 employees make contributions of up to £250 (or equivalent) each month over a period of one, three or five years which may be used on the first, third or fifth anniversary of the commencement of the relevant savings contract, at the employee's election, to exercise the options. Alternatively, the employee may elect to have the savings, plus (where applicable) any interest or bonus, repaid in cash. One-year options were only available under the HSBC Holdings Savings-Related Share Option Plan: International and are exercisable within three months following the first anniversary of the commencement of the savings contract. Three or five-year options are exercisable within six months following the third or fifth anniversary of the commencement of the relevant savings contract. In the case of redundancy, retirement on grounds of injury or ill health, retirement, the transfer of the employing business to another party, or a change of control of the employing company, options may be exercised before completion of the relevant savings contract. In certain circumstances, the exercise period of options awarded under the all-employee share plans may be extended, for example, on the death of a participant, the executors may exercise the option up to six months beyond the normal exercise period.

Under the HSBC Holdings Savings-Related Share Option Plan and the HSBC Holdings Savings-Related Share Option Plan: International the option exercise price has been determined by reference to the average market value of the ordinary shares on the five business days immediately preceding the invitation date, then applying a discount of 20% (except for the one-year options awarded under the US sub-plan where a 15% discount was applied). Where applicable, the US dollar, Hong Kong dollar and euro exercise prices were converted from the sterling exercise price at the applicable exchange rate on the working day preceding the relevant invitation date. The all-employee share option plans will terminate on 27 May 2015 unless the Directors resolve to terminate the plans at an earlier date.

HSBC Holdings All-employee Share Option Plans

												HSBC Holdings ordinary shares
Dates of award				Exercise price				Exercisable				At		Awarded		Exercised		Lapsed		At
from		to		from		to		from		to		1 Jan 2013		in period		in period		in period		30 Jun 2013
Savings-Related Share Option Plan1
25 Apr      2007		24 Apr      2012		(£) 3.3116		(£) 6.1760		1 Aug     2012		31 Jan     2018		54,976,065		-		1,704,889		3,243,720		50,027,456
Savings-Related Share Option Plan: International2
25 Apr      2007		24 Apr      2012		(£) 3.3116		(£) 6.1760		1 Aug     2012		31 Jan     2018		17,468,737		-		657,122		1,337,850		15,473,765
25 Apr      2007		24 Apr      2012		(US$) 4.8876	(US$) 12.0958			1 Aug     2012		31 Jan     2018		6,488,894		-		320,573		845,689		5,322,632
25 Apr      2007		24 Apr      2012		(€) 3.6361		(€) 9.0818		1 Aug     2012		31 Jan     2018		2,180,263		-		48,105		118,841		2,013,317
25 Apr      2007		24 Apr      2012	(HK$) 37.8797		(HK$) 94.5057			1 Aug     2012		31 Jan     2018		31,637,840		-		528,070		890,713		30,219,057

1  The weighted average closing price of the shares immediately before the dates on which options were exercised was £7.00.

2  The weighted average closing price of the shares immediately before the dates on which options were exercised was £6.95.

Discretionary Share Option Plans

There have been no awards of discretionary share options under employee share plans since 30 September 2005.

HSBC Holdings ordinary shares

Dates of award

Exercise price

Exercisable

At

Exercised

Lapsed

At

from

to

from

to

from

to

1 Jan 2013

in period2

in period

30 Jun 2013

HSBC Holdings Group Share Option Plan1

2 May     2003

20 Apr      2005

(£) 6.0216

(£)   7.9606

2 May    2006

20 Apr     2015

87,172,923

17,016,603

9,187,875

60,968,445

HSBC Share Plan

30 Sep     2005

(£) 7.9911

30 Sep     2008

30 Sep      2015

86,046

-

-

86,046

1  The HSBC Holdings Group Share Option Plan expired on 26 May 2005. No options have been granted under the Plan since that date.

2  The weighted average closing price of the shares immediately before the dates on which options were exercised was £7.08.

Subsidiary company share plans

HSBC Bank Bermuda

Upon the acquisition of HSBC Bank Bermuda Limited ('HSBC Bank Bermuda') in 2004, all outstanding options over its shares were converted into options to acquire HSBC Holdings ordinary shares using an exchange ratio calculated by dividing US$40 (being the consideration paid for each HSBC Bank Bermuda share) by the average price of HSBC Holdings ordinary shares over the five day period to the completion of the acquisition. The exercise price payable for each option was adjusted using the same ratio.

Details of options to acquire shares in HSBC Holdings under the share plans of HSBC Bank Bermuda are set out in the following table. No further options will be granted under the share plans of HSBC Bank Bermuda.

HSBC Bank Bermuda

HSBC Holdings ordinary shares

Dates of award

Exercise price

Exercisable

At

Exercised

Lapsed

At

from

to

from

to

from

to

1 Jan 2013

in period

in period

30 Jun 20131

Share Option Plan 2000

4 Feb       2003

21 Apr       2003

(US$)     9.32

(US$)   10.33

4 Feb       2004

21 Apr      2013

149,924

-

149,924

-

1  At 30 June 2013, the HSBC (Bank of Bermuda) Employee Benefit Trust 2004 held 2,108,830 HSBC Holdings ordinary shares. As there are no options outstanding the remaining shares in the trust will be utilised in accordance with the terms of the trust deed.

 

3     Notifiable interests in share capital

At 30 June 2013, we had received the following disclosures of major holdings of voting rights pursuant to the requirements of Rule 5 of the FCA Disclosure Rules and Transparency Rules:

·     Legal & General Group Plc gave notice on 9 March 2010 that it had a direct interest on 8 March 2010 in 696,851,431 HSBC Holdings ordinary shares, representing 3.99% of the total voting rights at that date. Since 30 June 2013, Legal & General Group Plc gave notice on 10 July 2013 that on 9 July 2013 its holding of HSBC Holdings ordinary shares fell below 3.00% of the total voting rights at that date; and

·     BlackRock, Inc. gave notice on 9 December 2009 that on 7 December 2009 it had the following: an indirect interest in HSBC Holdings ordinary shares of 1,142,439,457; qualifying financial instruments with 705,100 voting rights that may be acquired if the instruments are exercised or converted; and financial instruments with similar economic effect to qualifying financial instruments which refer to 234,880 voting rights, each representing 6.56%, 0.0041% and 0.0013%, respectively, of the total voting rights at that date.

At 30 June 2013, according to the register maintained by HSBC Holdings pursuant to section 336 of the Securities and Futures Ordinance of Hong Kong:

·      JPMorgan Chase & Co. gave notice on 26 June 2013 that on 21 June 2013 it had the following interests in HSBC Holdings ordinary shares: a long position of 1,302,980,813 shares; a short position of 44,390,255 shares; and a lending pool of 953,495,856 shares, each representing 6.99%, 0.24% and 5.12%, respectively, of the ordinary shares in issue at that date; and

·      BlackRock, Inc. gave notice on 8 January 2013 that on 3 January 2013 it had the following interests in HSBC Holdings ordinary shares: a long position of 1,110,172,768 shares and a short position of 35,234,325 shares, each representing 6.00% and 0.19%, respectively, of the ordinary shares in issue at that date.

4     Dealings in HSBC Holdings shares

Except for dealings as intermediaries by HSBC Bank plc and The Hongkong and Shanghai Banking Corporation Limited, which are members of a European Economic Area exchange, neither we nor any of our subsidiaries have purchased, sold or redeemed any of our listed securities during the six months to 30 June 2013.

5     First interim dividend for 2013

The first interim dividend for 2013 of US$0.10 per ordinary share was paid on 11 July 2013.

6     Second interim dividend for 2013

The Directors have declared a second interim dividend for 2013 of US$0.10 per ordinary share. The second interim dividend will be payable on 9 October 2013 to holders of record on 22 August 2013 on the Hong Kong Overseas Branch Register and 23 August 2013 on the Principal Register in the United Kingdom or the Bermuda Overseas Branch Register. The dividend will be payable in cash, US dollars, sterling or Hong Kong dollars, or a combination of these currencies, at the forward exchange rates quoted by HSBC Bank plc in London at or about 11.00am on 30 September 2013, or as a scrip dividend. Particulars of these arrangements will be sent to shareholders on or about 5 September 2013 and elections must be received by 26 September 2013.

The dividend will be payable on ordinary shares held through Euroclear France, the settlement and central depositary system for Euronext Paris, on 9 October 2013 to the holders of record on 23 August 2013. The dividend will be payable by Euroclear France in cash, in euros, at the forward exchange rate quoted by HSBC France on 30 September 2013, or as a scrip dividend. Particulars of these arrangements will be announced through Euronext Paris on 14 August 2013 and 29 August 2013.

The dividend will be payable on ADSs, each of which represents five ordinary shares, on 9 October 2013 to holders of record on 23 August 2013. The dividend of US$0.50 per ADS will be payable by the depositary in cash, in US dollars or as a scrip dividend of new ADSs. Elections must be received by the depositary on or before 20 September 2013. Alternatively, the cash dividend may be invested in additional ADSs for participants in the dividend reinvestment plan operated by the depositary.

Ordinary shares will be quoted ex-dividend in London, Hong Kong, Paris and Bermuda on 21 August 2013. The ADSs will be quoted ex-dividend in New York on 21 August 2013.

Any person who has acquired ordinary shares registered on the Hong Kong Overseas Branch Register but who has not lodged the share transfer with the Hong Kong Branch Registrar should do so before 4.00pm on 22 August 2013 in order to receive the dividend.

Any person who has acquired ordinary shares registered on the Principal Register in the United Kingdom or on the Bermuda Overseas Branch Register but who has not lodged the share transfer with the Principal Registrar or the Bermuda Overseas Branch Registrar respectively, should do so before 4.00pm on 23 August 2013 in order to receive the dividend.

Removals of ordinary shares may not be made to or from the Hong Kong Overseas Branch Register on 23 August 2013. Accordingly any person who wishes to remove ordinary shares to the Hong Kong Overseas Branch Register must lodge the removal request with the Principal Registrar in the United Kingdom or the Bermuda Branch Registrar by 4.00pm on 21 August 2013. Any person who wishes to remove ordinary shares from the Hong Kong Overseas Branch Register must lodge the removal request with the Hong Kong Branch Registrar by 4.00pm on 22 August 2013.

Transfers of ADSs must be lodged with the depositary by 12 noon on 23 August 2013 in order to receive the dividend.

7     Proposed interim dividends for 2013

The Board has adopted a policy of paying quarterly dividends on the ordinary shares. Under this policy it is intended to have a pattern of three equal interim dividends with a variable fourth interim dividend. The proposed timetables for dividends payable on the ordinary shares in respect of 2013 that have not yet been declared are:

	Third interim     dividend for 2013		Fourth interim     dividend for 2013
Announcement ..................................................................................................	7 October 2013		24 February 2014
Shares quoted ex-dividend in London, Hong Kong, Paris and Bermuda ...............	23 October 2013		12 March 2014
ADSs quoted ex-dividend in New York ...............................................................	23 October 2013		12 March 2014
Record date in Hong Kong .................................................................................	24 October 2013		13 March 2014
Record date in London, New York, Paris and Bermuda1 .....................................	25 October 2013		14 March 2014
Payment date ....................................................................................................	11 December 2013		30 April 2014

1  Removals to and from the Overseas Branch Register of shareholders in Hong Kong will not be permitted on these dates.

8     Interim Management Statement

An Interim Management Statement is expected to be issued on 4 November 2013.

9     Final results

The results for the year to 31 December 2013 are expected to be announced on 24 February 2014.

10   Corporate governance

HSBC is committed to high standards of corporate governance.

Throughout the six months to 30 June 2013, HSBC Holdings has complied with the applicable code provisions of The UK Corporate Governance Code issued by the Financial Reporting Council and the Hong Kong Corporate Governance Code set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited save that the Group Risk Committee (all the members of which are independent non-executive Directors), which was established in accordance with the recommendations of the Report on Governance in UK banks and other financial industry entities, is responsible for the oversight of internal control (other than internal controls over financial reporting) and risk management systems (Hong Kong Corporate Governance Code provision C.3.3 paragraphs (f), (g) and (h)). If there were no Group Risk Committee, these matters would be the responsibility of the Group Audit Committee. The UK Corporate Governance Code is available at www.frc.org.uk and the Hong Kong Corporate Governance Code is available at www.hkex.com.hk.

The Board of HSBC Holdings has adopted a code of conduct for transactions in HSBC Group securities by Directors. The code of conduct complies with The Model Code in the Listing Rules of the Financial Conduct Authority and with The Model Code for Securities Transactions by Directors of Listed Issuers ('Hong Kong Model Code') set out in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, save that The Stock Exchange of Hong Kong Limited has granted certain waivers from strict compliance with the Hong Kong Model Code. The waivers granted by The Stock Exchange of Hong Kong Limited primarily take into account accepted practices in the UK, particularly in respect of employee share plans. Following a specific enquiry, each Director has confirmed that he or she has complied with the code of conduct for transactions in HSBC Group securities throughout the period, save that, on 10 January 2013, an independent non-executive Director disposed of an interest as beneficial owner in 500 units of euro-denominated preferred securities of €1,000 each issued by HSBC Capital Funding (Euro 2) L.P. before giving notification. All Directors have since been reminded of their obligations under the code of conduct for transactions in HSBC Group Securities.

There have been no material changes to the information disclosed in the Annual Report and Accounts 2012 in respect of the number and remuneration of employees, remuneration policies, bonus and share option plans and training schemes.

The biographies of Directors on pages 201 to 205 include changes during 2013 and the updated information required pursuant to rule 13.51B (1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

11   Going concern basis

The financial statements are prepared on the going concern basis, as the Directors are satisfied that the Group has the resources to continue in business for the foreseeable future. In making this assessment, the Directors have considered a wide range of information relating to present and future conditions, including projections of profitability, cash flows and capital resources. Further information relevant to the assessment is provided elsewhere in this Interim Report 2013.

In particular, HSBC's principal activities, business and operating models, strategic direction and top and emerging risks are addressed in the 'Overview' section; a financial summary, including a review of the consolidated income statement and consolidated balance sheet, is provided in the 'Interim Management Report' section; HSBC's objectives, policies and processes for managing credit, liquidity and market risk are described in the 'Risk' section; and HSBC's approach to capital management and allocation is described in the 'Capital' section.

12   Telephone and online share dealing service

For shareholders on the Principal Register who are resident in the UK, Channel Islands or Isle of Man with a UK, Channel Islands or Isle of Man postal address, and who hold an HSBC Bank personal current account, the HSBC InvestDirect share dealing service is available for buying and selling HSBC Holdings ordinary shares. Details are available from: HSBC InvestDirect, PO Box 1683, Frobisher House, Nelson Gate, Commercial Road, Southampton, SO15 9DG, UK telephone : [phone], overseas telephone: + 44 (0) 1226 261090, web: www.hsbc.co.uk/shares.

13   Stock symbols

HSBC Holdings plc ordinary shares trade under the following stock symbols:

London Stock Exchange                                HSBA

Hong Kong Stock Exchange                        5

New York Stock Exchange (ADS)                HBC

Euronext Paris                                                 HSB

Bermuda Stock Exchange                              HSBC

14   Copies of the Interim Report 2013 and shareholder enquiries and communications

Further copies of the Interim Report 2013 may be obtained from Global Communications, HSBC Holdings plc, 8 Canada Square, London E14 5HQ, United Kingdom; from Communications (Asia), The Hongkong and Shanghai Banking Corporation Limited, 1 Queen's Road Central, Hong Kong; or from Global Publishing Services, HSBC - North America, 26525 North Riverwoods Boulevard, Mettawa, Illinois 60045, USA. The Interim Report 2013 may also be downloaded from the HSBC website, www.hsbc.com.

Shareholders may at any time choose to receive corporate communications in printed form or to receive notifications of their availability on HSBC's website. To receive future notifications of the availability of a corporate communication on HSBC's website by email, or revoke or amend an instruction to receive such notifications by email, go to www.hsbc.com/ecomms. If you provide an email address to receive electronic communications from HSBC, we will also send notifications of your dividend entitlements by email. If you received a notification of the availability of this document on HSBC's website and would like to receive a printed copy of it or, if you would like to receive future corporate communications in printed form, please write or send an email (quoting your shareholder reference number) to the appropriate Registrars at the address given below. Printed copies will be provided without charge.

Any enquiries relating to your shareholdings on the share register, for example transfers of shares, change of name or address, lost share certificates or dividend cheques, should be sent to the Registrars at the address given below. The Registrars offer an online facility, Investor Centre, which enables shareholders to manage their shareholding electronically.

Principal Register	Hong Kong Overseas Branch Register	Bermuda Overseas Branch Register
Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ United Kingdom Telephone: [phone] Email via website: www.investorcentre.co.uk/contactus Investor Centre: www.investorcentre.co.uk	Computershare Hong Kong Investor Services Limited Rooms 1712-1716, 17th Floor Hopewell Centre 183 Queen's Road East Hong Kong Telephone: [phone] Email: [e-mail] Investor Centre: www.investorcentre.com/hk	Investor Relations Team HSBC Bank Bermuda Limited 6 Front Street Hamilton HM 11 Bermuda Telephone: [phone] Email: [e-mail] Investor Centre: www.investorcentre.co.uk/bm

Any enquiries relating to ADSs should be sent to the depositary at:

BNY Mellon Depositary Receipts PO Box 43006 Providence, RI 02940-3006 USA

Telephone (US): [phone] Telephone (international): [phone] Email: [e-mail] Website: www.bnymellon.com/shareowner

Any enquiries relating to shares held through Euroclear France, the settlement and central depositary system for NYSE Euronext Paris, should be sent to the paying agent:

HSBC France

103 avenue des Champs Elysées

75419 Paris Cedex 08

France

Telephone: [phone]

Email: [e-mail]

Website: www.hsbc.fr

A Chinese translation of this and future documents may be obtained on request from the Registrars. Please also contact the Registrars if you have received a Chinese translation of this document and do not wish to receive such translations in future.

Persons whose shares are held on their behalf by another person may have been nominated to receive communications from HSBC pursuant to section 146 of the UK Companies Act 2006 ('nominated person'). The main point of contact for a nominated person remains the registered shareholder (for example your stockbroker, investment manager, custodian or other person who manages the investment on your behalf). Any changes or queries relating to a nominated person's personal details and holding (including any administration thereof) must continue to be directed to the registered shareholder and not HSBC's Registrars. The only exception is where HSBC, in exercising one of its powers under the UK Companies Act 2006, writes to nominated persons directly for a response.

Cautionary statement regarding forward-looking statements

The Interim Report 2013 contains certain forward-looking statements with respect to HSBC's financial condition, results of operations and business.

Statements that are not historical facts, including statements about HSBC's beliefs and expectations, are forward-looking statements. Words such as 'expects', 'anticipates', 'intends', 'plans', 'believes', 'seeks', 'estimates', 'potential' and 'reasonably possible', variations of these words and similar expressions are intended to identify forward-looking statements. These statements are based on current plans, estimates and projections, and therefore undue reliance should not be placed on them. Forward-looking statements speak only as of the date they are made. HSBC makes no commitment to revise or update any forward-looking statements to reflect events or circumstances occurring or existing after the date of any forward-looking statements.

Written and/or oral forward-looking statements may also be made in the periodic reports to the US Securities and Exchange Commission, summary financial statements to shareholders, proxy statements, offering circulars and prospectuses, press releases and other written materials, and in oral statements made by HSBC's Directors, officers or employees to third parties, including financial analysts.

Forward-looking statements involve inherent risks and uncertainties. Readers are cautioned that a number of factors could cause actual results to differ, in some instances materially, from those anticipated or implied in any forward-looking statement. These include, but are not limited to:

·     changes in general economic conditions in the markets in which we operate, such as continuing or deepening recessions and fluctuations in employment beyond those factored into consensus forecasts; changes in foreign exchange rates and interest rates; volatility in equity markets; lack of liquidity in wholesale funding markets; illiquidity and downward price pressure in national real estate markets; adverse changes in central banks' policies with respect to the provision of liquidity support to financial markets; heightened market concerns over sovereign creditworthiness in over-indebted countries; adverse changes in the funding status of public or private defined benefit pensions; and consumer perception as to the continuing availability of credit and price competition in the market segments we serve;

·     changes in government policy and regulation, including the monetary, interest rate and other policies of central banks and other regulatory authorities; initiatives to change the size, scope of activities and interconnectedness of financial institutions in connection with the implementation of stricter regulation of financial institutions in key markets worldwide; revised capital and liquidity benchmarks which could serve to deleverage bank balance sheets and lower returns available from the current business model and portfolio mix; imposition of levies or taxes designed to change business mix and risk appetite; the practices, pricing or responsibilities of financial institutions serving their consumer markets; expropriation, nationalisation, confiscation of assets and changes in legislation relating to foreign ownership; changes in bankruptcy legislation in the principal markets in which we operate and the consequences thereof; general changes in government policy that may significantly influence investor decisions; extraordinary government actions as a result of current market turmoil; other unfavourable political or diplomatic developments producing social instability or legal uncertainty which in turn may affect demand for our products and services; the costs, effects and outcomes of product regulatory reviews, actions or litigation, including any additional compliance requirements; and the effects of competition in the markets where we operate including increased competition from non-bank financial services companies, including securities firms; and

·     factors specific to HSBC, including our success in adequately identifying the risks we face, such as the incidence of loan losses or delinquency, and managing those risks (through account management, hedging and other techniques). Effective risk management depends on, among other things, our ability through stress testing and other techniques to prepare for events that cannot be captured by the statistical models it uses; and our success in addressing operational, legal and regulatory, and litigation challenges, notably compliance with the DPAs.

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