The world's local bank Annual Report and Accounts CCF - HSBC

CCF
Chairman’s report on corporate governance and internal control procedures (continued)
They also set out the procedures for conducting
Board meetings and, in accordance with HSBC rules,
the duties, powers and responsibilities of the Audit
Committee and the Nomination and Remuneration
Committee (see below).
At its meeting of 25 July 2003, the Board decided
to incorporate a code of conduct in its internal rules,
which requires Directors of CCF to comply with the
same rules as restricted employees of the HSBC Group.
Directors must now seek prior authorisation from the
Secretary of the Board of HSBC Holdings plc before
dealing in HSBC Group listed securities and may not
deal in these securities during the close periods immediately
preceding the publication of results or if they
are privy to price-sensitive information which has not
yet been made public.
Preparation and organisation of the Board’s work
in 2003
Before each Board meeting, Directors receive an agenda
together with the draft minutes of the previous Board
meeting. In the week prior to the meeting, they also
receive background information on agenda items and,
a few days ahead of the meeting, a summary of key
financial indicators. In the case of highly confidential
issues, which cannot be disclosed in advance, the information
is provided during the meeting itself.
The Board of Directors met four times during 2003:
– 25 February 2003 (72.2 per cent attendance rate);
– 14 May 2003 (79 per cent attendance rate);
– 25 July 2003 (84.2 per cent attendance rate);
– 10 December 2003 (89.5 per cent attendance rate).
The Board of Directors reviewed the Group’s
quarterly, half-yearly and annual financial statements.
In its first meeting of the year, it approved the budget
for 2003.
As part of the continuing process of rationalising
CCF’s business structures, the Board approved the
buyout of the minority interests in its subsidiary Elysées
Fonds, to be followed by a merger with another
subsidiary Elysées Gestion, both of which specialise in
employee savings schemes. The Board also decided to
combine CCF’s four private banking subsidiaries into a
single entity called HSBC Private Bank France.
The Board discussed the strategic guidelines
for CCF’s retail banking business and the project to
upgrade its information systems and migrate to HUB,
the HSBC Group’s universal banking system. It was
kept informed of CCF’s work on preparations for
theintroduction of international financial reporting
(IFRS) standards and the new “Basel II” capital
accord.
Lastly, the Board examined CCF’s action plan for
incorporating the new requirements of the French
Banking Commission on money laundering controls,
as set out in regulations issued by the French Banking
Regulations Committee (CRBF).
The Board considered and discussed the detailed
reports submitted by its special committees, particularly
with regard to the future of C F W de Croisset,
Chairman and Chief Executive Officer, and Dominique
Léger, Executive Director.
At its meeting of 14 May 2003, the Board appointed
Marcel Roulet to the Audit Committee and, at its
meeting of 10 December 2003, took note of S K Green’s
decision to step down from the Audit Committee.
Apart from these major issues, the Board also discussed
various other issues which are legally its responsibility.
Self-assessment
The Board decided to implement the Afep/Medef
recommendations on self-assessment without delay.
Responsibility for this has been delegated to the
Chairman of the Nomination and Remuneration
Committee. The first assessment will take place in the
first few months of 2004.
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