In order to maintain high ethical standards and operate effectively, the Board of Directors of the Bank (the “Board”) has adopted a set of Corporate Governance Principles that govern the internal structure and conduct of the Board and each Board committee. These Principles are reviewed periodically and will be adjusted by the Board as necessary to ensure that the Bank’s corporate governance practices are consistent with regulatory and statutory requirements and the requirements of the HSBC Group and continue to take into consideration local and international best practice.
The Board has also adopted the HSBC values that describe how we interact with each other and with customers, regulators and the wider community. All employees are expected to have and reflect the HSBC values in their day-to-day behaviour. The following three statements summarise our values:
The Board has also adopted a Corporate Governance Framework, the objective of which is to maintain a reporting and control structure whereby all of the business lines and functions of the Bank are accountable to individual members of the Bank’s Executive Management Committee, thus ensuring a synthesis of line, policy and administration which will be responsive to and supportive of the broad strategies and directions laid down by the Board. Periodic amendments will be made to the Framework as dictated by matters such as changes in regulatory environment, legislation and personnel changes to reflect the on-going management of the business.
The role of the Board is to provide entrepreneurial leadership of the Bank within a framework of prudent and effective controls which enables risks to be assessed and managed. The Board is collectively responsible for the long-term success of the Bank and delivery of sustainable value to its shareholder. It sets the strategy and risk appetite for the Bank and approves the capital and operating plans presented by Management for the achievement of the strategic objectives it has set. Implementation of the strategy set by the Board is delegated to the Banks Executive Management Committee which is led by the Bank’s CEO.
The Bank’s lead Regulator is The Bermuda Monetary Authority. The Bank is a wholly-owned subsidiary of HSBC Holdings plc. (indirectly through an intermediate holding structure). The Bank has wholly-owned subsidiaries (directly and indirectly owned) in Bermuda and the Cayman Islands.
The Bank is licensed pursuant to the (i) Banks and Deposit Companies Act 1999; (ii) Trust (Regulation of Trust Business) Act 2001; Investment Business Act 2003; and Investment Funds Act 2006. The Bank is also licensed as an Insurance Salesman and Insurance Agent.
The Audit and Risk Committee is accountable to the Board and has non-executive responsibility for oversight of and advice to the Board on matters relating to financial reporting and high-level risk-related matters and risk governance. The responsibilities of the Audit and Risk Committee are clearly set out in its Terms of Reference (see below) which are approved by the Board.
The Board has delegated to ExCo accountability for the day to day management of the Bank and its primary responsibility is to develop and implement the Bank's operating and strategic plans, as set by the Board.
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