HSBC USA Inc 06 10-K Pt 10/10

HSBC Holdings PLC
05 March 2007


                                                                   Exhibit 99(i)

                                       Adopted by the Board of Directors 2/14/06
                                                         As amended as of 1/9/07

                                  HSBC USA Inc.
                               HSBC Bank USA, N.A.
                             HSBC National Bank USA
                         CORPORATE GOVERNANCE STANDARDS

The following standards have been approved by the Boards of Directors and,
together with the charters of committees of the Boards of Directors, provide the
framework for the corporate governance of HSBC USA Inc., HSBC Bank USA, N.A. and
HSBC National Bank USA (each referred to herein as "HSBC" or the "Corporation").
These standards will be reviewed by the Boards periodically in order to ensure
HSBC maintains "best practices" in corporate governance.

Role of the Board and Management

HSBC's business is conducted by its employees, managers and officers, under the
direction of the Chief Executive Officer and the oversight of the Board, to
enhance long-term value of the Corporation for its shareholder. The Board has
ultimate responsibility for governing the affairs of the Corporation, including
the appointment of executive management, approval of business strategy and
assessment of major risks facing the Corporation, consistent with its
responsibilities to the Corporation's ultimate parent, HSBC Holdings plc (the
"Group") to ensure that the Corporation's activities are conducted within the
context of the Group's policies and business strategies. In all actions taken by
the Board, the Directors will exercise their business judgment in what they
reasonably believe to be in the best interests of the Corporation. In
discharging that obligation, Directors may rely on the honesty and integrity of
the Corporation's management and its outside advisors and independent auditors.
Management is expected to be loyal to the Corporation, implement approved
business strategy, appropriately resolve day-to-day operations issues, keep the
Board informed, and maintain and promote high ethical standards while seeking to
maximize returns to HSBC in all business dealings.

Composition and Qualification

The size of the Board shall consist of the number of Directors established by
the Board upon recommendation of the Chief Executive Officer from time to time.
The Chairman and the Chief Executive Officer of the Corporation shall be a
Director of the Corporation. A majority of the Independent Directors should be
active or retired senior executives (or the equivalent) of other large
companies, educational institutions, governmental agencies, service providers or
non-profit organizations.

Each Director will stand for election by the shareholder every year. HSBC
recognizes the benefits of reasonable term limits for Directors. However, HSBC
also believes that term limits should not cause the Corporation to lose the
increasing benefit of Directors who have been able to develop, over a period of
time, insight into the Corporation and its operations. The service of Directors
who join the Board after December 31, 2005 will be limited to a maximum of 15
years.

The Corporation also maintains a mandatory retirement policy for Directors
(excluding the Chairman and the Chief Executive Officer of the Corporation).
Retirement is required as of the annual meeting of the shareholder after the
date on which a Director attains the age of 72 or reaches the maximum length of
service.

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Non-Independent Directors who are senior executive officers of the Corporation
are expected to retire from the Board when they retire from the position that
entitles such individual to be a Director of the Corporation. With respect to
any Director, the Board may delay any retirement from the Board if business
conditions or other circumstances, in the opinion of the Board, so warrant such
action.

It is anticipated that Independent Directors will offer to resign from the Board
whenever there is (i) a major change in their career position or status (unless
such change in position or status results from normal retirement), or (ii) a
change in status as an "Independent Director". Similarly, it is anticipated that
Non-Independent Directors who are not senior executive officers of the
Corporation will offer to resign from the Board whenever there is a major change
in their career position or status (unless such change in position or status
results from normal retirement). The Chairman and the Chair of the Executive
Committee shall consult and determine whether to present the offer of
resignation to the Board for action. If presented, the Board has complete
discretion, after consultation with Group, to either accept or reject such
resignation.

Independent Directors shall not be a director, consultant or employee of or to
any competitor of the Corporation (i.e., a company that has a business segment
offering products or seeking customers that are similar to the products offered
or customers served by a business segment of the Corporation). To avoid
potential conflicts of interest, interlocking directorships will not be allowed.
Interlocking directorships shall be deemed to occur if a senior executive
officer of the Corporation (i.e., the Chairman, Chief Executive Officer,
President or any direct report to the Chief Executive Officer) serves on the
board or as a trustee of the company or institution that employs the Independent
Director (i.e., reciprocal directorship).

"Directors Emeriti" will not be elected to the Board. However, former Directors
may be invited to special events from time to time.

Director Responsibilities

The Board, representing the best interests of Group and the Corporation, shall:

o     provide oversight of the Corporation's compliance with all legal and
      regulatory obligations;

o     approve the corporate mission statement, ethics plan, and affirmative
      action plan;

o     appoint and evaluate, and approve the compensation of, the CEO and other
      executive management;

o     approve a management succession plan;

o     review and approve the business planning calendar to insure discussion,
      input, analysis and decision making;

o     review and approve the strategic plan and business plan on a timely basis;
      receive and discuss periodic updates to these plans;

o     oversee management's responsibility to develop systems to insure that the
      business is conducted in a legal and ethical manner;

o     oversee management's responsibility to implement adequate business control
      systems;

o     provide constructive dialogue to management during and between board
      meetings;

o     have the ability to spend the necessary time required to function
      effectively as a Director;

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o     develop and maintain a sound understanding of the strategies, business and
      succession planning of the Corporation;

o     carefully study all Board materials and provide active, objective and
      constructive participation at meetings of the Board and its committees;

o     provide assistance in representing HSBC to the world;

o     be available to advise and consult on key organizational changes and to
      counsel on corporate issues;

o     develop and maintain a good understanding of global economic issues and
      trends; and

o     seek clarification from experts retained by the Corporation (including
      employees of the Corporation) to better understand legal, financial or
      business issues affecting the Corporation.

Director Independence

A majority of the Directors will be independent. Annually, the Board shall
determine whether each Director can exercise independent judgement from
management. The Board shall use the standards set forth in Appendix A hereto as
a foundation for its determinations concerning independence, which are based
upon the New York Stock Exchange (NYSE) listing standards.

Meetings

Annually, all Directors shall be provided with a schedule identifying all
regularly scheduled Board and committee meetings for the current and the next
succeeding year. There will be four regularly scheduled meetings of the Board
each year. At the first regularly scheduled meeting of each calendar year, a
detailed strategic focus of the Corporation's businesses will be discussed and
the Board will approve the annual operating plan and capital expenditure budget.
The Board will meet in "retreat" at least once a year to discuss the strategy of
the business. Independent Directors shall meet in executive session as required,
but no less than once a year. Personal attendance of the Directors at Board and
committee meetings is expected. The use of teleconference to facilitate such
attendance should be requested by Directors only in extraordinary situations.

The Chairman and the Chief Executive Officer will establish the agenda for each
Board meeting. The Chair of a committee in consultation with committee members
and senior management will develop the agenda for each committee meeting.
Directors are encouraged to suggest, to the Chairman, topics for inclusion on
any future agendas.

At every regularly scheduled Board meeting, the Chief Executive Officer or
his/her designee shall advise the Board of the operating performance of the
Corporation, focusing on important trends, achievements, plans and developments,
and how those matters may affect the annual operating plan approved by the
Board. Also, at every regularly scheduled Board meeting, the President, Chief
Financial Officer, Chief Accounting Officer or Controller shall present the
latest available financial detail with respect to the Corporation, focusing on
significant variances from the annual operating plan or capital expenditure plan
approved by the Board and from prior year/quarter results. Interim meetings will
be scheduled to discuss the business on an as required basis.

Information with respect to any Board or committee meeting should be sent to
Directors at least five (5) days in advance of the meeting, if possible.
Financial statements included in this information should be condensed with
commentary focused on important issues, trends or variances, noting the
perceived reasons therefore and the opportunities or risks, if any, that may
result.

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Minutes of all Board and committee meetings shall be sent to all Directors
unless it is legally required that such minutes be kept confidential.

Committees

The committee structure of the Board shall be reviewed annually. The Board will
have Audit, Human Resources, Executive, Fiduciary, and Nominating and Governance
Committees. No Director should serve on more than three of the standing
committees.

Each standing committee of the Board shall adopt and approve a charter. Each
such charter, and any amendments thereto, must be approved by the Board. At
least annually, each committee will review the appropriateness of its charter
and evaluate and report on its performance to the Board. Other than the
Executive Committee, which may act in place of the full Board, no committee
shall exercise any power and authority specifically delegated to any other
committee of the Board.

The Chairman, in consultation with the Chair of the Executive Committee, shall
make recommendations to the Nominating & Governance Committee regarding
membership on the committees. The Board will appoint all committee members and
the Chair of each committee.

Membership of the Executive Committee shall consist of Independent Directors and
the Chief Executive Officer of the Corporation. The Chair of the Executive
Committee shall be deemed the "lead director" for the Board and shall perform
the duties set forth on Appendix B to these Standards. The Chair of the
Executive Committee shall be an "ex officio" member of all other standing
committees.

Membership of the Nominating and Governance Committee shall consist of the Lead
Director and Chairs of the other committees, provided that such Directors are
each Independent Directors.

The Chair of each committee, in consultation with committee members and senior
management of the Corporation will determine the frequency and length of the
meetings of the committee.

A quorum and the vote required at any committee meeting shall be determined in
the same manner as a quorum for a meeting of the Board as set forth in the
by-laws of the Corporation.

Director Compensation

Director compensation will be in the form of cash compensation and, as may be
appropriate, restricted shares or other equity compensation. The amount of
compensation to be paid to Directors will be determined by the Chairman of the
Corporation, in consultation with the Nominating and Governance Committee.

Access to Senior Management and Independent Advisors

Directors shall have free and full access to senior management and other
employees of the Corporation. Any meetings or contacts that a Director wishes to
initiate may be arranged through the Chief Executive Officer or Corporate
Secretary or directly by the Director.

The Board and its committees shall have the right at any time to retain
independent outside financial, legal or other advisors.

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Director Orientation and Continuing Education

The Corporation shall provide a continuing education program for all members of
the Board including presentations by senior management on the Corporation's
strategic plans, its significant financial, accounting and risk management
issues, its compliance programs, its Statement of Business Principles, its
management structure and executive officers and its internal and independent
auditors. Directors shall be encouraged to participate in approved Director
training programs at the expense of the Corporation. New Directors will
participate in an organized Director orientation program.

Succession Planning

The Chief Executive Officer will report annually to the Human Resources
Committee and the Board on the plans or programs implemented by the Corporation
for management succession and development. Annually, all Independent Directors
will meet in a separate session, led by the Chair of the Executive Committee, to
review the performance of the Chairman, Chief Executive Officer and President,
if any, and senior officers including a discussion of the perceived
effectiveness of the processes implemented for management succession and
development.

Annual Evaluation

Annually, the Board shall perform and discuss a self-evaluation of the Board and
each committee. The Nominating and Governance Committee will lead a discussion
of the Board evaluation. Each Committee Chair will lead a discussion of the
respective committee evaluation.

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Appendix A

INDEPENDENT DIRECTOR STANDARDS

The Board shall consider all relevant facts and circumstances in assessing the
independence of Directors. As a foundation for such determinations, the Board
has established the following guidelines. An Independent Director is a Director
who:

o     has no personal loans from the Corporation, other than credit cards and
      charge cards or residential mortgage loans made in the ordinary course of
      business on substantially the same terms as those prevailing at the time
      for comparable transactions with non-affiliated persons;

o     has not been retained by the Corporation or any of its affiliates in the
      capacity of an employee or non-employee executive officer within the last
      three years and is not currently receiving any compensation from the
      Corporation or any of its affiliates (other than for Board service,
      deferred compensation for prior service or benefits under a tax-qualified
      retirement plan);

o     has not received more than $100,000 in direct compensation from the
      Corporation or any of its affiliates in any year, other than for Board
      service with the Corporation, benefits under a tax-qualified retirement
      plan or deferred compensation for prior service, within the last three
      years;

o     has not been affiliated with or employed by an organization (as a partner,
      employee or 10% or more shareholder) that is an advisor or consultant,
      including a current or former internal or external auditor, to the
      Corporation, any of its subsidiaries, any of the senior executives of the
      Corporation, or any pension, profit sharing or employee benefit plan
      sponsored by the Corporation within the last three years;

o     has not been an employee, partner or executive officer of any significant
      vendor or customer of the Corporation or any of its subsidiaries, or a
      pension, profit sharing or employee benefit plan sponsored by the
      Corporation that makes payments to, or receives payments from the
      Corporation in an amount that in any fiscal year exceeded the greater of
      $1 million, or 2% of such entity's consolidated gross revenues within the
      last three years;

o     has not been an executive officer, director or trustee of a charitable
      organization in which the Corporation or any of its subsidiaries made
      contributions in any fiscal year that exceeded the greater of $1 million,
      or 2% of the charitable organization's consolidated gross revenues;

o     has no interest in any significant transactions or business relationships
      with the Corporation or its subsidiaries that are required to be disclosed
      by the rules and regulations of the Securities and Exchange Commission;

o     is not a member of the immediate family of any person described above.
      Immediate family members are the Director's spouse, parents, children,
      siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers
      and sisters-in-law and anyone (other than domestic employees) who share
      the Director's home.

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Appendix B

                              LEAD DIRECTOR DUTIES

The duties and responsibilities of the Chair of the Executive Committee (as the
Lead Director) shall be as follows:

      1)    The Chair of the Executive Committee shall be informed by, and
            counsel, the Chairman and Chief Executive Officer on material
            strategy, policy, and management matters.

      2)    The Chair of the Executive Committee shall be available to advise
            and counsel the Chief Executive Officer on any matter relating to
            the Corporation.

      3)    The Chair of the Executive Committee shall offer the Chief Executive
            Officer counsel as to special interests and concerns of Directors
            and will act as principal liaison between the Independent Directors
            and the Chairman.

      4)    In the absence or inability of the Chairman or Chief Executive
            Officer to act, the Chair of the Executive Committee shall perform
            those duties of the Chairman pertaining to Board functions.

      5)    The Chair of the Executive Committee shall recommend to the Chairman
            the retention of consultants or other experts who would report
            directly to the Board.

      6)    The Chair of the Executive Committee shall advise the Chairman as to
            the quality, quantity and timeliness of the flow of information from
            the Corporation that is necessary for the Directors to effectively
            and responsibly perform their duties.

      7)    The Chair of the Executive Committee shall chair in camera
            discussions requested by the Independent Directors.

      8)    The Chair of the Executive Committee shall serve as an ex-officio
            member of each of the committees of the Board.

      9)    The Chair of the Executive Committee shall work with the Chairman
            and other independent directors to give advice to the Chairman in
            the development of Board membership.

January 2005

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